Davidson Iriekpen
Justice Ibrahim Buba of the Federal High Court in Lagos on Monday quashed the Share Purchase Agreement (SPA) which transferred the ownership of Newswatch Communications Limited to Global Media Mirror Limited owned by a businessman, Jimoh Ibrahim.
The judge also awarded N15.7 million damages against the respondents as well as an order halting further publications of Newswatch Daily among other reliefs sought by the petitioners.
Delivering judgment in a petition filed the two minority shareholders, Prof. Jubril Aminu and Mr Nuhu Aruwa, challenging the validity of the takeover of the company, Justice Buba upheld all their prayers of the minority shareholders who had filed the suit challenging the validity of the takeover of the company.
He said the respondents could not prove that they paid for the shares.
“The petitioners gave evidence to show that the second to third respondents have blatantly failed to pay for the shares in the company. They have not showed how and when they paid for the said shares. Nothing in paragraph 11 and 18A of the respondents’ statement of defence shows how they have paid for the shares. There is no evidence in paragraph 3.0 that the respondents have paid on or before May 5, 2011.
“The respondents have only given their interpretation to that paragraph. Whatever monies they spent were spent on Daily Mirror and was confirmed by DW2 during cross examination. The N510million 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 N14million, not any of the respondents who contracted with the first respondent,” the judge ruled.
The respondents in the suit were Newswatch Communications Limited, Global Media Mirror Limited, Ibrahim, Newswatch Newspapers and Corporate Affairs Commission (CAC).
The court held that it came to the inevitable conclusion that the petitioners had discharged the burden placed on them and have proved their case while the first to fourth respondents have failed woefully to discharge the burden placed on them.
It stated that the findings of Justice Okon Abang in his judgment he earlier delivered in a related suit listed as FHC/L/CS/1054/2012 is not a ratio decidendi but an obita, and is therefore not binding on the court.
Aruwa and Prof. Aminu had filed the action seeking for an interlocutory injunction restraining the first to fourth respondents by themselves, their agents or privies from publishing and selling to the public or causing to be published and sold to the public a daily and weekend newspaper known as Daily Newswatch, Saturday Newswatch and Sunday Newswatch as advertised in the National Mirror Newspaper of January 15, 2013 pending the hearing and determination of the substantial suit.
Supported by a 28 paragraph affidavit deposed to by Aruwa, the former shareholders averred that the 2nd and 3rd respondents purportedly came into majority ownership and/or control of the Newswatch Communications Limited by virtue of a Share Purchase Agreement entered into between 1st respondent and 2nd respondent in May 2011.
Aruwa insisted that under and by virtue of clause 3.0 of the said agreement, the 2nd defendant (Global Media Mirror) and the 3rd respondent (Ibrahim) purportedly acquired 51 per cent of the first respondents company on the condition that they pay the sum of N510million as purchase price for the said shares.
He added that by clause 4.0 of the said agreement, the said sum of money was to be paid on or before May 5, 2011.
He stated further that clause 13.0 of the same agreement, the 2nd respondent was obligated to pay additional N500million within 90 days after take-over of the company which was supposed to be for a working capital for the company.
However, the management of Newswatch Communications, last night said it had filed a notice of appeal against the judgment.
A statement signed by the Managing Director and Chief Executive Officer of Newswatch Newspapers Limited, Mr. Moses Jolayemi, the Federal High Court is not a final court in Nigeria and it withat it would be appropriate to file an appeal against the ruling.
He said another Federal High Court presided by Justice Okon Abang had earlier last year ruled in favour of the majority shareholders. He noted that Justice Abang had declared the sales of Newswatch Communications to the new investor valid and had invalidated the purported decision of the board in appointing Ray Ekpu to the board of the company.
Jolayemi wondered why despite the fact that the judgment of his learned brother, Justice Abang, was before him, Justice Buba would say he could still not find any evidence of receipt of payment.
He contended that Justice Abang, in his judgment, held that the sum of N510 million was paid for the purchase for the 51 per cent shares of the company and that the sum was transferred to Newswatch’s account where the payment to Ekpu and other directors were made.
Also reacting to the judgment, the publisher of Newswatch, Mr. Jimoh Ibrahim, directed the management of the company not to contribute to the problem of the judiciary and that the matter should be laid before the Court of Appeal where he is convinced justice would be done.
Ibrahim said yesterday’s judgment lacked legal foundation and moral reasoning and that he was sure the Court of Appeal would re-establish justice and the integrity of the judiciary.