Jimoh Ibrahim
A
Federal High Court in Lagos has nullified the Share Purchase Agreement,
which transferred ownership of Newswatch Communications Limited to
Global Media Mirror Limited, a company owned by Mr. Jimoh Ibrahim.
Justice Ibrahim Buba, who gave the judgement on Monday, equally restrained further publication of Newswatch daily newspaper in addition to awarding N15.7m as damages against Ibrahim and his company.
Two
minority shareholders in NCL, Mr. Nuhu Aruwa and Prof. Jubril Aminu,
had filed a petition, asking the court to nullify the May 2011 SPA,
which transferred ownership of the company to Ibrahim.
Respondents in the suit were the Newswatch Communications Ltd, Global Media Mirror Ltd, Ibrahim, Newswatch newspapers and the Corporate Affairs Commission.
The applicants had also sought a court order restraining the respondents from publishing and selling to the public Newswatch daily and weekend magazines.
Aruwa
and Aminu had claimed that the said SPA, through which Ibrahim took
over the company, was invalid as the requisite conditions were not met.
In
the affidavit in support of their suit, the petitioners explained that
by virtue of clause 3.0 of the said SPA, the 2nd respondent purportedly
acquired 51 per cent of Newswatch on the condition that it would pay the
sum of N510m as the price of their own shares in the company.
They
added that by clause 4.0 of the agreement, the money was supposed to be
paid on or before May 5, 2011, and that the 2nd respondent was
obligated to pay additional N500m within 90 days after take-over, which
was supposed to serve as working capital for the company.
The
petitioners averred that without complying fully with the
aforementioned conditions of agreement, the 2nd respondent, through the
instrumentality of the 3rd respondent, went ahead and took over full
control and management of the first respondent’s company.
Delivering
judgement in the suit, Buba held that the respondents could not prove
that they paid up for the shares, adding that the petitioners gave
sufficient evidence to back their claims.
Buba
said, “They have not shown how and when they paid for the said shares,
and nothing in paragraph 11 and 18a of the respondents’ statement of
defence shows how they paid for the shares.
“There
is no evidence in paragraph 3.0 that the respondents paid on or before
May 5, 2011, as stated, as they have only given their interpretation to
that paragraph.
“Whatever monies they spent was spent on Daily Mirror and this was confirmed by DW2 during cross examination.
“The
N510m was supposed to be paid for shares and not for any other purpose;
there is no evidence to show that the shares have been paid for.
“Besides,
it was a company called Global Fleet that paid the N14m not any of the
respondents who contracted with the first respondent”.
Buba further held the court found that the case of the petitioners had merits.
He therefore granted all the reliefs that they sought.
The judge held, “The court grants all the reliefs as set out on the petition at the inception of this case as follows:
“An
order setting aside the contract entered into between the first and
second respondent companies by virtue of document titled “Share Purchase
Agreement” between the first and second respondents executed in May,
2011.
“A consequential order setting
aside the Form CAC2 (Statement of Share Capital and Return of Allotment
of Shares)of the 1st respondent company dated August 27, 2012, and
presented for filing by one Gloria A. Ukeje.
“An
order directing the 2nd and 3rd respondents jointly and severally, to
pay special damages in the sum of N15.7m to the first respondent
company, being loss of business profits since August 2012 till October
2012 when its operations were unilaterally shut down.”
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