[2012]DLSC11112 • April 18, 2012 • Supreme Court •
P S INVESTMENT LTD vs. CENTRAL REGIONAL DEVELOPMENT CORPORATION AND OTHERS
P S Investment Ltd (plaintiff/appellant) was a shareholder in Twifo Oil Palm Plantation Ltd (TOPP), a company with multiple shareholders including Central Regional Development Corporation (CEREDEC) holding 80.46%. The dispute arose over the sale of CEREDEC's shares to Unilever Ghana Ltd without offering the shares first to existing shareholders as required by regulation 32a of TOPP's regulations. The plaintiff alleged that the sale was irregular, contrary to the regulations and the Companies Act, and sought declarations and orders to set aside the sale and protect its preemptive rights.
read moreDOTSE JSC delivered the judgment of the court. In view of the peculiar facts and circumstances of this appeal, we deem it expedient to state in some detail, the facts of the case which are relevant and applicable to the issues germane to the resolution of the appeal herein. The facts of the case The plaintiff-appellant, PS Investment Ltd (hereafter referred to as the plaintiff), is a shareholder in Twifo Oil Palm Plantation Ltd (TOPP), a company incorporated under the Laws of Ghana and engaged in the cultivation of oil palm. TOPP, the fourteenth defendant, together with the other thirteen defendants are hereafter referred to simply as the defendants. In order to understand the dynamics of the shareholding structure of the fourteenth defendant company, it is proper to set out in detail the said shareholding structure as provided in the record of the appeal: (i) Central Regional Development Corporation (CEREDEC) 80.46%; (ii) State Insurance Company Ltd (SIC)- 2.21% (iii) Paterson...