Business / Companies
Jane Mutasa bid to stop Telecel EGM fails
27 Feb 2015 at 16:33hrs | Views
Key shareholder Dr Jane Mutasa's bid to stop the Extraordinary General Meeting to sanction the sale of Empowerment Corporation (Private) Limited's 40 percent stake in Telecel Zimbabwe (Private) Limited has collapsed after the High Court threw out her application.
The EGM, scheduled for February 20, was put on hold by the High Court last week, pending ruling on the urgent chamber application by Dr Mutasa, opposing the meeting.
Justice David Mangota delivered his judgment on Tuesday. "The court is satisfied that the application cannot be conclusively dealt with in the face of material disputes of fact which the parties raised," said Justice Mangota.
"The application is dismissed with costs."
The ruling means shareholders are at liberty to reconvene the EGM. A source close to the transaction said: "Another meeting of shareholders will be reconvened soon." The crunch EGM had been called to consider and, if deemed fit, to pass special resolutions including the disposal EC's 40 percent shareholding in Telecel to Brainworks Capital.
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. Dr Mutasa, who was represented by Mr Charles Chinyama of Chinyama and Partners, sought to block the EGM arguing it was unlawful.
Mr Chinyama argued that application was urgent because his clients would suffer irreparable damage if the proposed $20 million transaction went ahead since it was called by unauthorised persons.
He also argued Mr Zhuwao Carlton Consultants (Pvt) Limited to the respective positions of chief executive officer and secretary of EC. Mr Chinyama made efforts to move the court to cancel the EGM as well as to interdict Mr Zhuwao and his co-respondents from selling the shares of EC to Brainworks. But Mr Farai Mutamangira, who was 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 further 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 EGM.
Mr Isaiah Mureriwa of Scanlen and Holderness, who appeared 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.
Government last week cancelled the agreement Telecel made with the Government of Zimbabwe to pay the $137,5 million licence over time, but failed to honour the agreement.
The EGM, scheduled for February 20, was put on hold by the High Court last week, pending ruling on the urgent chamber application by Dr Mutasa, opposing the meeting.
Justice David Mangota delivered his judgment on Tuesday. "The court is satisfied that the application cannot be conclusively dealt with in the face of material disputes of fact which the parties raised," said Justice Mangota.
"The application is dismissed with costs."
The ruling means shareholders are at liberty to reconvene the EGM. A source close to the transaction said: "Another meeting of shareholders will be reconvened soon." The crunch EGM had been called to consider and, if deemed fit, to pass special resolutions including the disposal EC's 40 percent shareholding in Telecel to Brainworks Capital.
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.
Mr Chinyama argued that application was urgent because his clients would suffer irreparable damage if the proposed $20 million transaction went ahead since it was called by unauthorised persons.
He also argued Mr Zhuwao Carlton Consultants (Pvt) Limited to the respective positions of chief executive officer and secretary of EC. Mr Chinyama made efforts to move the court to cancel the EGM as well as to interdict Mr Zhuwao and his co-respondents from selling the shares of EC to Brainworks. But Mr Farai Mutamangira, who was 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 further 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 EGM.
Mr Isaiah Mureriwa of Scanlen and Holderness, who appeared 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.
Government last week cancelled the agreement Telecel made with the Government of Zimbabwe to pay the $137,5 million licence over time, but failed to honour the agreement.
Source - BH24
