allAfrica.com: Nigeria: Tenders Document in Celtel's Case (Page 1 of 1)

A new twist was yesterday added to the ongoing trial to determine who actually breached the agreement reached between the Nigerian promoters of the telecommunication giant, Econet Wireless (now Celtel Nigeria) as the Economic and Financial Crimes Commission (EFCC) tendered statements by Jubril Adewale Tinubu, member of the Board of Celtel Nigeria, before a Federal High Court, in Lagos.

Other plaintiffs are President of the Nigerian Stock Exchange (NSE), Oba Otudeko, Foluke Otudeko and Broad Communications Ltd, while the defendants are Vee Networks Ltd (formerly Econet Wireless Nigeria Ltd, EWNL), Celtel Nigeria BV, Jubril Adewale Tinubu, O and O Networks Ltd, Henry Efe Imasekha, DSTG Econshares Ltd (formerly Bromley Investments Ltd), Delta State Ministry of Finance Inc, Delta State Government, Corporate Affairs Commission (CAC) and Econet Wireless International (EWI).

Documents tendered by Aliu Wali, an operative of the commission, before the court presided by the Chief Judge of the Federal High Court, Justice Abdullahi Mustapha, were statements of Jubril Tinubu, Reginald Bayoko and David Adevbie to the EFCC and a petition by the law firm of Rickey Tarfa and Co, urging the commission to investigate transactions. But defence counsel, Paul Usoro, SAN, objected to the tendering of two other statements, purportedly written by Henry Efe Imasekha and one other statement to the EFCC, contending that they were not signed. The presiding judge in the matter, Justice Abdullahi Mustapha, however, asked the plaintiff counsel, to take the statements, since they were not signed forthem to be signed, which could be tendered at the next hearing in the matter.

Plaintiffs in the suit are contending that the purported sale of O and O Networks Ltd shares on July 15, 2003 and Bromley Investments Ltd (now DTSG Ecoshares Ltd) on July 21, 2001 respectively to Delta State Ministry of Finance Incorporated and the Delta Government, is an unlawful sale, transfer, encumbrance or disposal of all the 9,906,250 ordinary shares and 5,000,000 held by Tinubu and Imasekha respectively in Vee Networks Ltd. They are further contending that the acquisition by the Delta State Ministry of Finance Inc and Delta State Government of the additional membership rights accruing upon the 9.90-6.250 ordinary shares of 5,000,000 shares held by Tinubu and Imasekha respectively in Vee Networks Ltd, was unlawfully acquired by way of right issues and bonuses.

Plaintiffs also want the court to declare that the purported sale of O and O Networks and DTSG Ecoshares Ltd are each a "triggering event" within the meaning of clause 17.4 of the Shareholders Agreement (SA) dated April 30, 2002 which are automatically subject to legal consequences prescribed in Shareholders Agreement. Plaintiffs also want the court to declare that the purported sale of O and O Networks and DTSG Ecoshares Ltd are each a "triggering event" within the meaning of clause 17.4 of the Shareholders Agreement (SA) dated April 30, 2002 which are automatically subject to legal consequences prescribed in Shareholders Agreement. Otudeko claims in the suit is that he was the principal promoter of the company which was formed on December 21, 2000 as a joint venture vehicle for the purpose that the promoters would in partnership bid for a Cellular Mobile telephone "GSM" license presented for auction by the Federal Government of Nigeria through the Nigeria Communications Commission in 2001.

The Nigerian promoters that he assembled shared 40% of the shares between themselves, agreed that a fundamental term of the partnership established prior to the Shareholders Agreement was the "maintenance of proportionate ownership and control of the capital of the venture" and accordingly extensive anti-dilution provisions were inserted into corporate documents and the relevant agreements.

It was also fundamental to the existing agreements that the shareholding qualifications for the allocation of seats on the board of directors would be strictly complied with. The parties then agreed to hold their respective shareholdings in company names to facilitate financing.

Plaintiffs claims that without notice to partners and under cover of a variety of steps calculated to hide this secret, Tinubu and Imasekha and officers of the Delta State Government in 2001 and 2003 reached secret and unlawful agreements to transfer the legal and beneficial interest in 5,000,000 ordinary shares and the 9,906;250 ordinary shares of the company equity held by them respectively, to the Delta State Ministry of Finance Inc. and the Delta State Government, at a premium through the instrument of companies, which were created exclusively to hold the Vee Network shares.

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