Court awards N4.5bn against Stanbic IBTC over breach of contract
Trial judge, Justice John Tsoho also ordered Stanbic IBTC and Starcomms Plc to pay interest of 10 percent on
the sum per annum until the date of final liquidation.
The court also declared that the 100 million units of
Starcomms’ share sold to the plaintiffs through private placement in 2008 were
improper, invalid, null and void and were hereby set aside.
Akinkuotu and his company had dragged the bank and Starcomms
to court in 2012, alleging that Stanbic IBTC deliberately misled them into
buying shares of the second defendant by misrepresenting facts and issuing
false documents.
Other plaintiffs in the suit are: Mrs. Oluyinka Akinkuotu
and Lakeside Mews Limited.
According to the plaintiffs, through their counsel, Chief Felix Fagbohungbe, SAN, on
behalf of the plaintiffs, in April, 2008, the bank through one of its officers,
Akintayo Mabeweji proposed to sell shares of Starcomms to the plaintiffs by way
of private placement.
That the bank gave the plaintiffs an Investment Letter dated
April 24, 2008, bearing the names of Stanbic IBTC and another company, Chapel
Hill Advisory Partners Limited as Joint Issuing Houses and that the Investment
Letter and the Form of Commitment were represented by the bank as the only
placement documents which target or prospective investors were expected to rely
on before they made their unfettered independent investment decisions in
respect of the placement.
That based on these, each of the plaintiffs were committed
to purchase 25, 000, 000 units of Starcomms shares and promptly complied with
the instructions of the bank.
That on July 24, 2012 the plaintiffs received two separate
investigation letter from the Securities and Exchange Commission, SEC, which
raised several issues in respect of the private placement and upon enquires the
plaintiffs discovered that the authentic and final document prepared and
submitted to the SEC by the defendants was a Private Placement Memorandum dated
May 5, 2008 and not the one given to them.
The plaintiffs averred that they were actually misled by the
representation which were deliberately made by Stanbic IBTC Bank Plc which made
them applied and paid for Starcomms shares.
In its defence, the bank challenged the jurisdiction of the
court to entertain the suit and that it should be dismissed because it was
frivolous and vexatious.
The bank also argued that its did not conceal any material
information in order to induce the plaintiffs to offer to participate in the
private placement.
The bank also state that the plaintiffs never asked for the
Private Placement Memorandum or for any information relating to the business
management and financial position of the second defendant.
However, in his Judgement, Justice Tsoho agreed with the
plaintiffs that the defendants deliberately concealed useful information which
may have assisted the plaintiffs to reach a more informed decision.
He therefore declared that the plaintiffs are legally
entitled to rescind the four Forms of Commitment for 100 million units of
Starcomms’ shares which were subsequently manipulated by Stanbic IBTC Bank and
were inproperly and unlawfully treated as three valid applications for
subscriptions and parchases under the private placement exercise.
The court also ordered the second defendant to cancel
forthwith from its register of shareholders the names of the plaintiffs.
Comments
Post a Comment