JOHANNESBURG--(BUSINESS WIRE)--The Federal High Court of Nigeria, on 10th February 2012, released the written transcript of its judgment handed down on 24th January 2012. The transcript is a public document which can be obtained directly from the Federal High Court in Kaduna.
Econet lawyers have transcribed a summary of the key points in the judgment, and a summary is attached to this statement, for ease of reference. The full transcript, as well as this summary can also be obtained from the Econet Wireless website: www.econetwireless.com
Developments since the ruling:
On 26th January 2012, Airtel Networks Limited (formerly Econet Wireless Nigeria Limited (“Bharti”), filed an Application for Stay of Execution of the said court judgment, made in favor of Econet. In its application, Bharti told the court that, if the judgment is implemented, it would have the following effect:
“… that:
5.1 the Judgment, particularly the nullification of the decisions held at the meetings to which the Plaintiff #(Econet) was not invited will adversely affect the operations of the Applicant #(Bharti), and its corporate existence, and may impair its ability to effectively prosecute its appeal against the Judgment;
5.2 If the effect of the Judgment is not suspended pending the determination of the Applicant’s appeal, a number of key corporate actions taken by the Applicant will be unraveled and this will cause the Applicant incalculable financial loss.”
A full copy of the above application can be obtained from the Federal High Court in Kaduna or from our website: www.econetwireless.com
Econet filed a Counter Affidavit on 8 February 2012, opposing Bharti’s Application for Stay of Execution. In its Counter Affidavit, Econet claims that the allegations by Bharti on the impact of the said judgment if executed, as referred to in paragraphs 5.1 and 5.2 of Bharti’s application, “are false”, and Econet has submitted a press statement issued by Bharti, on 27 January 2012, in which it stated, as follows:
“We wish to assure our customers, employees and business partners that the ruling will in no way affect operations or the company’s ability to fulfill obligations to its stakeholders”
A full copy of the Econet Counter Affidavit can be obtained from the Federal High Court in Kaduna or from our website: www.econetwireless.com
Notes:
Bharti Airtel acquired the African Assets of Zain of Kuwait at a reported US$10.7bn. The Nigerian business was valued in the transaction at US$4.5bn. This places the value of the Econet’s 5% shareholding at the time at US$225m.
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Summary of the key points in the judgment
“IN THE FEDERAL HIGH COURT OF NIGERIA IN THE KADUNA JUDICIAL DIVISION HOLDEN AT KADUNA ON TUESDAY THE 24th DAY OF JANUARY 2012
BEFORE THE HONOURABLE JUSTICE M.L SHUAIBU JUDGE
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SUIT NO. FHC/KD/CS/39/2008 |
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ECONET WIRELESS INTERNATIONAL |
PLAINTIFF |
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AND |
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1. ECONET WIRELESS NIGERIA |
*(now Bharti Airtel Networks) |
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2. CORPORATE AFFAIRS COMMISSION |
DEFENDANTS |
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Parties 1st Defendant (Bharti Airtel Networks) represented in court
Appearances: Seyilayo Ojo for the Plaintiff (Econet Wireless International)
Shehu Mustapha for the 1st Defendant.
Dickson Ebubedike holding brief for Mr Chukwuma for the 2nd Defendant
JUDGMENT”
SUMMARY EXTRACT FROM THE JUDGMENT OF JUSTICE SHUAIBU
SUMMARY OF EXTRACT OBTAINED FROM THE WRITTEN TRANSCIPT, RELEASED ON 10 FEBRUARY 2012
THE FULL WRITTEN TRANSCIPT CAN BE DOWNLOADED FROM: WWW.ECONETWIRELESS.COM OR OBTAINED DIRECTLY FROM THE COURT IN KADUNA
In his judgment Justice Shuaibu held that:
Page 26 “Thus, there is nothing in the evidence of DWI *(Defendant’s Witness) to suggest that the 1st Defendant *(Bharti) was fraudulently induced to allot shares to the Plaintiff *(Econet). Hence, the plea of fraud by the 1st Defendant is attempt to clothe the illegality of its actions towards the Plaintiff.”
Page 34 “…since the arrangement to allot shares to the Plaintiff was not illegal, the subsequent registration of the Plaintiff as member of the 1st Defendant was in order.”;
Page 36 “From the evidence placed before the Court both documentary and oral, can it be said that the removal of the name of the Plaintiff was based on the fact that it was entered into the Register of the 1st Defendant without sufficient cause? The answer to that question is definitely in the negative.”
Page 38 “The Plaintiff’s claim that they had no prior Notice of Meeting (s) which sanctioned the change of name was nowhere disputed by the Defendants. Therefore, this Court will be right to hold that both the resolutions and subsequent approval for the change of name were irregular.”
Page 39 “However, from the evidence before the Court as led through DW1, there is nothing to suggest any loss suffered by the Counter Claimant *(Bharti). I have already made a finding to the effect that the cancellation and subsequent rectification were irregularly made. Thus, the Counter Claimant has failed to establish the claims in the Counter Claim.”.
Concluding statement:
Page 39 “In the light of the above and considering my findings, judgment is accordingly entered in favour of the Plaintiff against the Defendant to the effect that the removal of the Plaintiff as Shareholder and member of the 1st Defendant was illegal and that the meetings held after 13th November 2003 to which the Plaintiff was not put on Notice was also illegal, null and void. Consequently, the resolutions and decisions thereby taken as well as the effect given by the 2nd Defendant *(Corporate Affairs Commission) are hereby set aside.”
Signed: JUSTICE M.L SHUAIBU
JUDGE
24/01/2012
* words inserted