Newswatch Communications Limited (NCL) has reacted to a judgment of Justice Ibrahim Buba of the Federal High Court, Lagos, which declared sales of the majority shareholding in the company invalid, saying it “lacked legal foundation and moral reasoning.”

While directing the staff of the company to remain calm, the management said it was sure the Court of Appeal would “re-establish justice and the integrity of the judiciary.”

In a press release titled: “Two conflicting Federal High Court Decisions: Newswatch Heads for Appeal Court”, the company said a Notice of Appeal against the Justice Buba’s judgment has already been lodged, reassuring that the Federal High Court is not a final court in Nigeria. It added that it is quite appropriate to file appeal against the ruling.

According to Newswatch, another judge of the same Federal High Court, Lagos, Justice Okon Abang, had earlier ruled in favour of the majority shareholders, declaring the sales of Newswatch Communications Limited to the new investor valid and had invalidated the purported decision of the board in appointing Ray Ekpu to the board of the company.

The Publisher of Newswatch Newspapers, Dr. Jimoh Ibrahim said: “Justice Abang, in a commended judgment, of 1/7/2013 in the case of Newswatch Communication & Others Vs Ray Ekpu & Others. Suit No: FHC/L/C5/1054/2012, held that the sum of five hundred and ten million naira was paid for the purchase of the 51% shares of the company and that the sum was transferred to Newswatch’s account where the payment to Ray Ekpu and other directors were made.

“Hon Justice Abang’s judgment was admitted into evidence in the proceeding before Justice Buba.”

He quoted the judge as saying, “I have evidence before me that the 2nd and 3rd Plaintiff paid the purchase price of N510,000,000.00. If, indeed, they did not pay this amount before the completion date which was 5/5/2011, I wonder why the agreement was even executed and I also wonder why he was admitted into the Board of the 1st Plaintiff and elected Chairman.”

Ibrahim also said: “In the new case brought by minority shareholders of the company, who together own less than 1% (one per cent) shares, Justice Buba declared the sale of the majority shareholding invalid.

“Despite the fact that the judgment of his learned brother, Justice Abang, was before him, Justice Buba said he could still not find any evidence of receipt of payment.”

In yesterday’s judgment, Justice Buba had set aside the Share Purchase Agreement (SPA) which had earlier transferred ownership of Newswatch Communications Limited to Global Media Mirror Limited, owned by the Group Managing Director of Energy group, Dr. Ibrahim.

Justice Buba declared that, “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 5th May, 2011.

“The Respondents have only given their interpretation to that paragraph. Whatever monies they spent was spent on National 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.”

It would be recalled that Dr Ibrahim alongside the minority shareholders of the now rebranded media organisation, adopted their final written addresses before Justice Buba. In adopting his final address before the court, Dr. Ibrahim, through his lawyer, Chief Bolaji Ayorinde (SAN), prayed Justice Buba to dismiss in its entirety the petition initiated by the minority shareholders on November 20, 2012.

Chief Ayorinde also asked the court to hold exhibit D3 tendered before the court as the contract which defines the relationship between the parties. The senior lawyer explained that the contract agreement stipulates that further capitalisation of N500 million was to be done two years after the takeover of the media organisation.

According to the SAN, “Any claim relating to capitalisation at this stage is premature.”

Chief Ayorinde also asked Justice Buba to take judicial notice of the judgment delivered in a sister case by Justice Okon Abang of the Federal High Court, Lagos, positing that the live issues in contest before the court has been resolved.

The SAN said, “Justice Abang has made findings as to the validity of the issues. He invalidated the board meeting of May 5, 2011 where the former directors were purportedly reappointed.

“He has confirmed that the purchase price for the share (N510m) was paid by the 3rd respondent.”

Chief Ayorinde, consequently, urged the court to resolve the matter in favour of the respondents and dismiss the suit with substantial cost.

On his part, counsel to the petitioners, Kunle Oyesanya (SAN), while adopting his final address, prayed the court to determine whether Dr. Ibrahim has abided by the content of the Share Purchase Agreement (SPA) reached with the petitioners.

Oyesanya also insisted that the 3rd respondent did not tender any evidence before the court to indicate that a sum of N510 million was paid for the shares purchased from the petitioners.

Justice Buba had at the last hearing on the matter been informed by the last witness and Company Secretary of Global Media Mirror Limited, Bisayo Busari that upon purchase of Newswatch Communications Limited, NCL four of its directors namely; Ray Ekpu, Yakubu Mohammed, Dan Agbese, and Soji Akinrinade voluntarily retired as directors of NCL.

Led in evidence by Tolu Mokunolu from the chambers of B. Ayorinde and Co, in the case filed by two minority shareholders of NCL, Nuhu Wada Aruwa and Professor Jibril Aminu, the Company Secretary through her Written Statement on Oath insisted that consequent upon the voluntary retirement of the former directors from NCL, retirement benefit accruing to them were computed and paid accordingly.

•Text courtesy of Daily Newswatch. Photo shows Jimoh Ibrahim.

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