Judiciary
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The Federal High Court in Lagos has nullified the sale of Newswatch Communications Limited to Jimoh Ibrahim, owner of Global Mirror Media Limited
| By Anayo Ezugwu | Oct. 27, 2014 @ 01:00 GMT |
THE ex-directors of Newswatch Communications Limited heaved a sigh of relief after two years of dogged fight in the court to regain their company. The directors of Newswatch Communications Communication took Jimoh Ibrahim, owner of the Global Media Mirror Limited to court after he breached the terms of sale of shares of the company to him. On October 20, Justice Ibrahim Buba, at the Federal High Court, Lagos, nullified the share purchase agreement which transferred ownership of Newswatch Communications Limited to Global Media Mirror Limited.
Buba said in his ruling said that the petitioners gave evidence to show that the Global Mirror Media Limited and Ibrahim “have blatantly failed to pay for the shares of the company. They have not showed how and when they paid for the said shares. Nothing in paragraph 11 and 18 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 5 May, 2011. The respondent have only given their interpretation to that paragraph.”
According to the judgement: “Whatever monies they spent was spent on Daily Mirror and was confirmed by DW2 during cross examination. The N510 million 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 N14 million, not the defendants who contracted with the 1st defendant.”
“The court agrees that the only way to show or to traverse that they have paid for any shares in the production of receipt. Moses Jolayemi’s evidence goes to no issue because they were not contained in pleadings. So does Bisayo’s evidence. The court also “agrees that the findings of Abang J. in his judgement in earlier suit in suit No. FHC/L/CS/1054/2012 in not a ration decidendi but an obita, and is therefore not binding on the court. Abang J. decided an issue that was not before it,” the judge said.
In the landmark judgement, the Justice Buba granted all the reliefs sought by the plaintiffs Nuhu Wada Aruwa and Jibril Aminu, minority shareholders of Newswatch Communications Limited. The court granted an order setting aside the form CAC2- Statement of share capital and return of allotment of shares of the Newswatch Communications Limited dated 27 August, 2012, presented for filing by one Gloria A Ukeje. It granted an order directing Global Media Mirror Limited and Ibrahim jointly and severally to pay special damages in the sum of N15,780.056 to the Newswatch Communications Limited, the first respondent.
The money is for the loss of business profits since August 2012 till October 2012 when the Newswatch operations unilaterally were shut down by Global Media Mirror Limited and Ibrahim. They are to pay an average sum of N5 million per month for every month that Newswatch is shut down without production of its weekly magazine until the determination of the suit
He also ordered Newswatch Communications Limited to open its operations forthwith under a new receiver/manager to be appointed by the court, adding that any verified sum of money by the Global Media Mirror Limited and Ibrahim in Newswatch be refunded to them by the receiver/manager from the funds realised from the operations of the company. It granted an order of perpetual injunction restraining Global Mirror Media Limited and Ibrahim, their agents or privies howsoever called from further interfering in or assuming management and control of the Newswatch in any manner whatsoever.
It also gave an order setting aside the forms CAC 2 and allied registration details of the Newswatch Newspapers Limited and directed the Corporate Affairs Commission not to honour or countenance any steps taken by Global Mirror Media Limited or Ibrahim thereupon by themselves, servants or their privies, servants whatsoever.
The judgement granted an order of injunction restraining the Global Mirror Media Limited and Ibrahim, their agents, servants and privies howsoever called from taking any further steps on the objects of the Newswatch Newspapers Limited i.e floating a news daily newspaper called Newswatch Daily in the same of the Newswatch Communications Limited
It should be recalled that Aruwa and Aminu had filed a suit 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 second and third respondents purportedly came into majority ownership and/or control of the Newswatch Communications Limited by virtue of a share purchase agreement entered into between first respondent and second respondent in May 2011.
Aruwa insisted that under and by virtue of clause 3.0 of the said agreement, the second defendant (Global Media Mirror) and the third respondent (Ibrahim) purportedly acquired 51 percent of the first respondents company on the condition that they pay 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 second 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. “That without complying fully with aforementioned conditions of the agreement, the 2nd respondent through the instrumentality of the 3rd respondent went ahead and took over full control and management of the first respondent company. That to our utter shock and detriment, the 2nd and 3rd respondents simply shut down the operations of the first respondent company, particularly the publication of Newswatch Magazine, which is the flagship and major source business and source of income of the first respondent company and from which we get returns from our investment in first respondent company. The magazine had been in publication for about 28 years before it was stopped by the 2nd respondent and 3rd respondents,” he said.
Aruwa deposed that unless the first to fourth respondents are stopped from carrying out their said intentions, they would have succeeded in killing the business of the first defendant where the plaintiffs have shares and from which they expect dividends for their investment, adding that the first to fourth respondents would have also succeeded in appropriating the entire business of the first respondent to themselves by rendering same redundant and operating the 4th respondent which is owned by them to the detriment of the petitioners. “It is in the interest of justice that the respondents are called upon to explain and show cause why they cannot wait for the substantive issues herein to be determined before rushing to float the new newspaper despite the fact that it is a live issue in the substantive suit.”
Kunle Oyesanya, lead counsel of the petitioners, told Realnews that the implication of the judgement was that Newswatch Communications Limited has returned to the original owners. He said that the original owners could start to run their company the way they like and that the court has excluded Ibrahim from having anything to do with management of the company. By the time of filing this report Oyesanya confirmed to this magazine that there is no notice of appeal.
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Good judgment. It is good that Newswatch has returned to the original owners who had the original ideas of what has been the mission.
Actually the way Jimoh has gobbled some media actually beats one’s imagination. To worsen matters, he quickly ran those media aground and one is forced to wonder what his general and specific aims are.
Good lesson also for the Newswatch Chiefs.