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Court grants injunction stopping Stanbic Bank from holding Annual General Meeting

Management of Stanbic Bank Ghana have, by an Accra High Court injunction, been restrained from holding their 22nd Annual General Meeting.

Scheduled for May 5, 2021, the court barred management of the Bank from holding the meeting “on the 4th floor, Stanbic Heights, Airport, Accra or any venue in Ghana or beyond.”

The order as reported by Daily Guide has a lifespan of 10 days after which the application can be repeated on notice.

The granting of the injunction comes at the back of a suit filed by Union Mortgage Bank Limited and a Real Property Consultant, Kwame Charles Serbeh-Yiadom, challenging the incorporation of Stanbic Bank Ghana Limited in accordance with the Companies Act, 1963 (Act 179).

Represented by Lawyer Kwaku Ansah Asare, the suit enjoins Stanbic Bank Ghana and 15 others as defendants and is challenging the manner in which Investment Corporation transacted a transfer agreement on March 3, 1999, in South Africa with persons, who according to the plaintiffs, held themselves as original subscribers/shareholders of Union Bank Limited (UMB).

In his complaint, Mr Serbeh-Yiadom, one of the two original subscribers/shareholders of UMB, contends that he was not privy to the transaction between UMB and Standard Investment Corporation even though he and Alhaji Fatawu El-Aziz who is the first defendant incorporated UMB Ltd.

Mr Yiadom argues that pursuant to the agreement between SBIC Africa Holdings Limited and UMB, the latter was required to acquire 3,257,350 ordinary shares at no par value representing 75.1% of the share capital of UMB Limited as a condition precedent to the changing of the name of Union Mortgage Bank Limited to Stanbic Bank Ghana Ltd.

He states that SBIC Africa Holdings have failed, refused or neglected to acquire 75.1% of the share capital of UMB Limited as specified in the agreement.

He adds that despite breaching the terms and conditions of the agreement, Alhaji Fatawu El-Aiz and one Edward Afriyie changed the name of Union Mortgage Limited into Stanbic Bank Limited by a resolution dated July, 27, 1999.

The plaintiff in his case states that the name change “was procured by fraud because not only was Stanbic Bank Ghana Limited not in existence at that date but also, Edward Afriye with whom 1st defendant (Alhaji Fatawu El-Aziz) signed the Written Special Resolution was not an original subscriber/shareholder.”

He alleges that there was a falsification of original subscribers/shareholders at incorporation from two to seven, thus making the deal fictitious.

The plaintiff further alleges that the stated capital of UMB Limited on March 8, 1994, which is supposed to be the date of incorporation was fraudulently altered to be GH¢1,080,000,000 as captured in the purported annual report returns filed by the defendants on August 20, 1999, and claimed the share transfer which was used to support the change of name did not exist as substantiated by a report of the Registrar of Companies dated May 7, 2020.

Mr Yiadom is stating that his supposed retention of 500,000 shares of the company and 10,000 shares allotted to him by the bank is false and only forms a part of the alleged fraud.

He therefore prayed the court to declare that Union Mortgage Bank Limited was originally registered with the said name on March 8, 1994, with 10,000,000 ordinary shares of no-par value with Prof. Serbeh-Yiadom and Alhaji Fatawu El-Aziz being its promoters and original subscribers/shareholders.

Together, the plaintiffs are also seeking a declaration that 10,000,000 shares were issued at incorporation and the same subscribed equally by Kwame Charles Serbeh-Yiadom with 500,000 shares worth GH¢500,000,000 and Alhaji Fatawu El-Aziz with 500,000 worth GH¢500,000,000.

Again, the plaintiffs want a declaration that Stanbic Bank Ghana Limited was originally registered as Union Mortgage Bank Limited on March 8, 1994, and that the change of name into Stanbic Bank Ghana Limited was procured by fraud.

Stanbic Bank Ghana Limited has reportedly entered a conditional appearance in the substantive matter for which when the plaintiff received an invitation to the Annual General Meeting, he filed an ex parte application to stop it from coming off.

It is yet to be known whether the bank has been served with the injunction or not.

Source: www.ghanaweb.com

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