Telecel war: Judge suspends sale

Fidelis Munyoro Chief Court Reporter
The Extraordinary General Meeting to sanction the sale of Empowerment Corporation (Private) Limited’s 40 percent stake in Telecel Zimbabwe (Private) Limited will not go ahead as planned until the High Court decides on the urgent application by key shareholder Dr Jane Mutasa opposing the meeting.

The crunch meeting to consider an offer from Brainworks Capital for the 40 percent stake in the mobile phone operator, was slated for February 20.

Dr Mutasa, her investment vehicle Selphon, Indigenous Business Women Organisation and Magamba Echimurenga feared that if the meeting was to proceed they would suffer a serious prejudice. Other listed respondents are Mr Patrick Zhuwao, Carlton Consultants, which acts as EC secretary and Dr James Makamba, a shareholder in EC and Brainworks.

High Court judge Justice David Mangota on Friday suspended the holding of the EGM until he determines the urgent application brought by Dr Mutasa.

He wanted a certain document on which some board members appended their signatures scientifically examined to determine whether Dr Mutasa and her son Terrence signed the document.

Dr Mutasa, who is being represented by Mr Charles Chinyama of Chinyama and Partners, has disowned the signatures claiming they were forged.

Mr Chinyama argued that his clients would suffer irreparable damage if the proposed $20 million transaction goes ahead, as it was called by unauthorised persons. But Mr Farai Mutamangira, who is acting for Mr Zhuwao and EC, argued that the court should not intervene and invalidate any action of a majority, who wield a perpetual power as a forum to decide on such matters.

He said the court was well within its powers to withhold its jurisdiction and either decline to hear this matter or dismiss the application saying there was no basis set out by Dr Mutasa and her co-applicants justifying the intervention of the courts in what is essentially a shareholder dispute that can be resolved at the pending EGM.

Mr Isaiah Mureriwa of Scanlen and Holderness, who is acting for Dr Makamba, urged the court to dismiss the matter saying Dr Mutasa was seeking to abuse the court process by bringing her urgent application to court on matters that should be decided at the EGM.

In her application Dr Mutasa, who is the second largest shareholder in EC, is arguing that there was no shareholder resolution reached with regards to the disposal of their shareholding in Telecel.

She said the notice calling for an EGM was placed notwithstanding that the 40 percent of issued and paid up capital in Telecel also included shares held by other shareholders who never consented to the sale of the equity.

In a notice published two weeks ago, EC said the purpose of the EGM was to consider and, if deemed fit, to ratify the sale of the EC’s shareholding in Telecel to Brainworks for about $20 million.

Mr Zhuwao, whose position as the chief executive of EC is being disputed by Dr Mutasa, says the notice was pursuant to an offer made by Brainworks to acquire EC stake.

 

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