<<Print>>

Surprise! Surprise!! Surprise!!! Nineteen (19) years after the divestiture of 75% of Government of Ghana (GoG) shares in the State-owned Enterprise (SoE), the Ghana Rubber Estates Limited (GREL), and 9 years after an Accra Fast Track High Court acquitted and discharged Madam Hanny Sherry Ayittey, then Treasurer of the 31st December Women�s Movement (DWM), and Mr. Emmanuel Agbodo, a former Executive Secretary of the Divestiture Implementation Committee (DIC) in the protracted Ghana Rubber Estates Limited (GREL) Divestiture Trial, Mrs. Nana Konadu Agyeman-Rawlings, President of 31st DWM and Mr. Samuel Appiah-Ampofo, former National Insurance Commissioner, have initiated legal action in the Commercial Division of the High Court of Justice, claiming to be the �sole shareholders� of 15% of the divested shares of GREL which officially stand in the name of a company named NEWGEN INVESTMENTS LTD.! Mrs. Rawlings and her partner, Mr. Appiah-Ampofo, as plaintiffs, are seeking among others reliefs, a declaration to the effect that the 1st Defendant, Dr. Albert Owusu Barnafo, incidentally a Prosecution Witness in the GREL Divestiture Trial (from November 2001 to April 2005), �was only a BARE TRUSTEE of the 500 shares held by him (Barnafo) in the 3rd Defendant company (NEWGEN INVESTMENTS LTD.)�. They are also seeking a declaration that �the shares held by the 1st Defendant (Dr. Barnafo) have been validly transferred to the 2nd Plaintiff (Mrs. Rawlings)�. Providing �further and better particulars� in a �Statement of Claim� attached to the Writ which was filed on October 4, 2013, Mr. Appiah-Ampofo (1st Plaintiff) and Mrs. Rawlings (2nd Plaintiff), contended that �by agreement between the 1st Defendant (Dr. Barnafo) and themselves (Appiah-Ampofo and Mrs. Rawlings), they appointed as a bare trustee the 1st Defendant to hold on their behalf 500 shares of the 3rd Defendant Company (NEWGEN INVESTMENTS LTD) which represents 50% of the issued shares of the company�. According to them (1st and 2nd Plaintiffs) they subsequently appointed the 1st Defendant as a Director of NEWGEN INVESTMENTS. Mr. Appiah-Ampofo and Mrs. Rawlings emphasised that �in full acknowledgement of his position as a bare trustee of the shares at issue, by a document titled �Declaration of Trust� executed by the 1st Defendant on 3rd August 1995, the 1st Defendant agreed and confirmed that the consideration for the said 500 shares of the 3rd Defendant Company had been provided by the plaintiffs and accordingly he held those shares as a bare trustee for the plaintiffs�. They insisted that ever since the execution of the �Declaration of Trust� on 3rd August, 1995 relative to the shareholdings, Dr. Barnafo in his dealings with them (Mrs. Rawlings & Appiah-Ampofo), had �conducted himself as a bare trustee�. �The plaintiffs therefore say that by virtue of the fact that the 1st Defendant executed the said document titled �Declaration of Trust�, and has conducted himself as a bare trustee he is estopped from denying that he held those shares as a bare trustee for the 1st and 2nd Plaintiffs�, argued Mrs. Rawlings and Mr. Appiah-Ampofo. They also underscored that upon the incorporation of NEWGEN INVESTMENS in June,1995, the other 50% of the issued shares of the company also amounting to 500 shares of no par value were held by one Edmund Arnong (deceased) who died on 29th August 2008, and that by a Deed of Transfer dated 16th January, 2013, the Administrators of the Estate of the late Edmund Arnong, transferred to Mr. Appiah-Ampofo the said 500 shares in NEWGEN INVESTMENTS LTD. They further claimed that in the 3rd August, 1995, �Declaration of Trust�, Dr. Albert Owusu Barnafo acknowledged and confirmed that they (Plaintiffs) had power to appoint a new trustee in his (Dr. Barnafo�s) place at anytime. Accordingly, Dr. Barnafo allegedly duly executed and deposited with them (Mrs. Rawlings & Appiah-Ampofo an undated transfer of shares deed authorizing them at anytime to transfer the 500 shares held by him to any nominee of their choice. �The Plaintiffs aver that having executed the said �Declaration of Trust�, the 1st Defendant is estopped from denying that the plaintiffs had power and authority to transfer the said 500 shares held by him in trust to any nominee of their choice. Pursuant to the said authorization the 500 shares held by the 1st Defendant as a bare trustee were all duly transferred to the 2nd Plaintiff (Mrs. Rawlings) on 5th July 2013�, asserted Mrs. Rawlings and Appiah-Ampofo. However, in a sharp rebuttal of the claims articulated by the 1st and 2nd Plaintiffs in their October 4, 2013 Writ, Dr. Albert Owusu Barnafo, as 1st Defendant, Dehands Services Ltd, as 2nd Defendant and NEWGEN INVESTMENTS LTD, as 3rd Defendant, filed a �Statement of Defence and Counter-Claim� dated October 29, 2013. They vehemently denied that Mrs. Rawlings and Mr. Appiah-Ampofo are the sole shareholders of NEWGEN INVESTMENTS LTD, a limited liability company incorporated under the laws of Ghana on 28th June 1995. �The Defendants in further denial state that the Plaintiffs are not and have never been shareholders of the 3rd Defendant Company and are not recognised by the 3rd Defendant Company as its shareholders�, countered Dr. Barnafo and the other Defendants. They categorically stated that NEWGEN INVESTMENTS LTD was founded by Dr. Barnafo and the late Edmund Arnong who were rather the sole shareholders and not Mrs. Rawlings and Appiah-Ampofo as claimed by the latter two persons in their �Statement of Claim� dated October 4, 2013. Dr. Barnafo further denied ever executing any agreement to hold 500 shares of NEWGEN INVESTMENTS LTD. as Bare Trustee in favour of Mrs. Rawlings and Appiah-Ampofo. �The 1st Defendant states categorically that he never executed any trust document in favour of the Plaintiffs, and if there exists any such document then it is averred that, the signature purported to be that of the 1st Defendant was forged by the Plaintiffs themselves with no involvement whatsoever from the 1st Defendant�, emphasized the three (3) Defendants. They outlined the alleged �particulars of fraud� as follows: (a): �Plaintiffs forging the signature of the 1st Defendant, which clearly lacks the hallmarks of a signature legitimately signed by the 1st Defendant and (b): Plaintiffs forging the Declaration of Trust and Transfer of Shares document and purporting to hold them out as documents validly signed by the 1st Defendant�. A copy of the �Declaration of Trust� allegedly executed by Dr. Barnafo on 3rd August 1995, sighted by The New Crusading GUIDE, was witnessed by Mrs. Cecelia Johnson, then the General Secretary of 31 DWM, and now the Chairperson of the Council of State. Dr. Barnafo averred further in denial of the claims of the Plaintiffs, that �it is quite bizarre that the 2nd Plaintiff (Mrs. Rawlings), who now purports to claim an interest in the 3rd Defendant company would exert the claim now when she has had previous opportunities to do so�. �The 1st Defendant states that in the case involving the Republic v Ms Hanny Sherry Ayittey, Mrs. Satireh Dorcas Ocran, Mr. Emmanuel Amuzu Agbodo and Ralph Casely-Hayford presided over by J.C. Amonoo-Monney J.A. which involved some principal members of the 31st December Women�s Movement of which the 2nd Plaintiff was and still is the President thereof, several assertions were made confirming the 1st Defendant as a legitimate shareholder of the 3rd Defendant Company but the 2nd Plaintiff who had the opportunity to object to these assertions remained mute�, underscored Dr. Barnafo in his defence. He continued: �The 1st Defendant states further that, throughout the pendency of the aforementioned case, the 2nd Plaintiff was aware and is still aware of the fact that he is the legitimate 50% shareholder of the 3rd Defendant Company and the claims being made at this time is only an attempt by the Plaintiffs to benefit from the success of a company that the 1st Defendant together with the late Edmund Arnong have grown with absolutely no involvement or contribution from the Plaintiffs�. Dr. Barnafo proceeded to drop a �bombshell� to the effect that �this present action has been brought by the Plaintiffs as a way to frustrate his attempts at stopping the abuse of the funds of the 3rd Defendant Company held with HSBC Bank, UK by the 1st Plaintiff who he discovered had made several unauthorised transactions with persons unknown to the 3rd Defendant Company which led him petitioning the Bank to institute a multi-level investigation into the fraudulent operation of the corporate account of the 3rd Defendant Company as a result of the actions of the 1st Plaintiffs�. He further underscored that �contrary to the Mandate of the Bank authorizing both the 1st Plaintiff and 1st Defendant to operate the Corporate accounts of the 3rd Defendant Company, the 1st Plaintiff has without the consent or concurrence of the 1st Defendant made various fraudulent transactions which are now being investigated by the Bank�. He outlined the �particulars of fraud� as follows: (a): �1st Plaintiff making false representations to the Bank including holding himself out as a Beneficial Owner of the 3rd Defendant Company to enable him have access to the corporate account of the company without the consent of the 1st Defendant; (b): 1st Plaintiff fraudulently making payments not authorized by the 3rd Defendant Company to himself and other persons unknown to the company clearly in contravention of the objects of the Company in regards to the purpose for which the funds of the Company are to be used for�. The Plaintiffs have since denied the preceding assertions made by the 1st Defendant in an �Amended Reply� dated 23rd September 2014. They counter-argued that �in the 1st Defendant�s attempt to avoid his removal as a trustee shareholder, the 1st Defendant went to London and made several untrue statements on the operation of the HSBC Bank account with the view to stopping operations as a means of extorting monies from the Plaintiffs. He also reported the Plaintiffs to other organisations in the United Kingdom�. �The Plaintiffs deny that there are any investigations into the affairs of the Company pending with the Bank or any other organisation in the United Kingdom in relation to the 1st Plaintiff or the 3rd Defendant Company�s account with the HSBC Bank�, contended the Plaintiffs in their 23rd September 2014 Amended Reply�. Meanwhile, Dr. Barnafo and Co.�s counter-claim was among other reliefs, seeking �a declaration that the Plaintiffs are not shareholders of the 3rd Defendant Company,; a declaration that the Plaintiffs not being shareholders of the 3rd Defendant Company, they cannot requisition a shareholders� meeting; a declaration that the Notice of Extraordinary General Meeting of the 3rd Defendant Company issued by the Plaintiffs is invalid; a declaration that the �Declaration of Trust� and undated transfer of shares purported to have been signed by the 1st Defendant are invalid and null and void as having been created by the Plaintiffs themselves�. In the wake of a series of actions and counter-actions filed by both parties in pursuit of restraining orders and interlocutory injunctions against each other, an Accra High Court (Commercial Division) presided over by Justice Jennifer Dodoo (Mrs.), on November 4, 2013, ruled that in view of the �relative strengths of the parties based upon the averments made in their applications, the matters canvassed cannot be resolved on affidavit evidence�. �In view of this, the court will preserve the status quo until all matters have been fully resolved by a court. Until this has been done, both parties would be restrained from holding an Extraordinary General Meeting for the removal of any directors. Neither party can also exercise any of the collective powers of the Board of Directors to the exclusion of the other. Since the matter is pending in court, it would be up to the Court to determine at the appropriate time those who are or who are not the shareholders of the Company. Suit is to take its normal course�, ruled Justice Jennifer Dodoo. Meanwhile, contrary to the denial of Mrs. Rawlings and Mr. Appiah-Ampofo that there are any investigations on-going into the affairs of NEWGEN INVESTMENTS LTD in the United Kingdom, the Special Monitoring Desk of The New Crusading GUIDE has sighted HSBC Banking records and documentation/correspondence from the United Kingdom Financial Ombudsman Service (FOS) and the Serious Organised Crime Agency(SOCA) which clearly show that some investigations are underway following complaints lodged by Dr. Albert Owusu Barnafo and Albert A. Barnafo Jnr., son of the former who holds a Power of Attorney granted to him by NEWGEN INVESTMENTS LTD. Albert A. Barnafo Jnr. of EMC Investment Ltd., UK has been charged among other things, to undertake a comprehensive financial reconciliation and investigation into Newgen Investments Ltd. bank account number 61524259 with bank sort code 40-01-04 (the �HSBC Account�) established at, and held with, HSBC Bank, P/c, 60 Fenchurch Street, London, EC 3M4 BA, United Kingdom. It was in the course of the comprehensive financial reconciliation exercise that it was detected that a total amount of about �3.2 million could not be properly accounted for from the business current account number 61524259 in the period 19th September, 2008 through to April 2013. This discovery led to the lodgement of complaints to the HSBC Bank, the Financial Ombudsman Service (FOS) and the Serious Organised Crime Agency (SOCA), which in turn triggered the on-going investigations details of which The New Crusading GUIDE will soon publish for the benefit of our readers and the general public. Meanwhile, both Plaintiffs have since testified in Court on some aspects of the issue(s) in dispute. Mrs. Rawlings was cross-examined about two weeks ago. Hearing continues at the High Court B (Commercial Division) presided over by Justice Koomson tomorrow. Please stay tuned�