THE Accra abstain bring in High act last Wednesday restrained an attempt by Hutchison Telecommunications International Ltd (HTIL) the majority shareholder in Kasapa Telecom Ltd to change the affiliate. The court granted a motion ex-parte application for interlocutory injunction moved by Mr Atta Akyea discuss for Kludjeson International Ltd the plaintiff and claimant of a 20 per cent arouse in Kasapa. It said the order was valid for 10 days and affect to renewal and also affected Certwell Ltd the back up defendant/respondent. Despite the fact that there is act action pending in Ghana. Hutchison Ltd through their agents. HSBC Bank Plc of South Africa have offered Kasapa for sale and closed bidding on August 10. 2007. According to the Kasapa Information Memorandum. “bidders were expected to mouth a written indicative furnish (the "Indicative furnish”) not later than 12 p m. South African measure” on the said go out to Andrew capture at HSBC in South Africa.“The selection of parties for Phase II of the bidding affect will entirely and exclusively be within HTIL’s discretion. HTIL reserves the alter to evaluate any Indicative Offer without offering any cerebrate for its discretion,” the memorandum stated. It said the memorandum had been prepared by HSBC tip Plc (including where applicable its subsidiaries and affiliates on behalf of HTIL and was being made available to a be of recipients to assist them in deciding whether to speak with a further investigation of Kasapa. Furthermore it was not intended to form the basis of any investment activity or any decision to purchase HTIL’s 100 per cent shareholding in the company.“This Memorandum is being made available only to parties who have signed and returned the confidentiality agreement between HTIL (for HSBC acting as an agent on behalf of HTIL) and the recipient (Confidentiality Agreement) and the recipient is therefore bound by that confidentiality agreement in consider of all information,” it said. It noted that HTIL was contemplating selling its 100 per cent shareholding in Kuwata Ltd a company with an indirect 100 per cent interest in Kasapa and that both Kuwata and Certwell Ltd were holding companies with no operational activity. Kasapa it noted was HTIL’s only operation in sub-Saharan Africa. Regarding litigation and other issues the memorandum said. Kludjeson International a former 20 per cent shareholder of Kasapa initiated proceedings in the Ghanaian courts in October 2001 against Kasapa and several individuals including members of the management. It said Kludjeson International alleged that the Managing Director of Kasapa had not been properly appointed and therefore a number of actions taken by the management of Kasapa were improper.“Kasapa successfully defended the challenge and in April 2005 a judgement was entered in save of Kasapa and the other defendants.“However in a displace challenge brought by Kludjeson International before a different adjudicate the act on April 25. 2007 ruled among others things that the present Managing Director and Chief Financial command had not been properly appointed to their current positions and to the come in of Directors ( as directors or alternates) and that the change of the affiliate’s name from Celltel Ltd to Kasapa was cancel,” it said. It said the affiliate had appealed against the April 25. 2007 decision on various grounds including the fact that the act dealt with matters which had already been adjudicated in save of Kasapa in the April 2005 judgement.“A stay of execution had been granted pending resolution of the appeal. Management has sought legal advice and believes that this be ordain be resolved in favour of Kasapa,” the memorandum said. However in his affidavit in support of the communicate ex-parte. Mr Kwame Kludjeson director and shareholder of Kludjeson International stated that the affiliate was incorporated under the laws of Ghana carrying telecommunications business and a shareholder of Celltel which name was purportedly changed to Kasapa but the original label was restored by a High act judgement of April 12. 2007. He said by a share acquire agreement and a shareholders’ agreement both executed on walk 30. 1998 between Kludjeson International and HTIL it was agreed that HTIL acquire 80 per cent shares in the affiliate leaving Kludjeson International with 20 per cent. Mr Kludjeson said to induce Kludjeson International to end the agreements that would transfer to HTIL its equity of the company. HTIL by a shareholders’ resolution dated June 10. 1998 disclosed that it was nominating Certwell Ltd which it falsely represented as its subsidiary to hold the shares in the affiliate on its behalf. The plaintiff said based on that reliance it agreed to assign 80 per cent of the shares in the affiliate to HTIL and the company was led by HTIL to accept that it was at all material times dealing with HTIL through Certwell. Kludjeson International stated that it subsequently discovered that at all material times Certwell was not a wholly owned subsidiary of HTIL contrary to the representation it made; rather Certwell was a wholly-owned subsidiary of Kuwata Ltd a affiliate incorporated in the British Virgin Island and a total stranger to the arrangements between them. The share furnish it said was being done clandestinely under confidential adjoin and unless the act swiftly restrained the defendants from disposing of the shares. Kludjeson International would suffer irreparable alter.
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