P.S. INVESTMENT LIMITED vs. CENTRAL REGIONAL DEVELOPMENT CORPORATION AND OTHERS

The plaintiff, P.S. Investment Limited, a shareholder in Twifo Oil Palm Plantation Limited (TOPP), challenged the sale of shares held by Central Regional Development Corporation (CEREDEC) in TOPP to Unilever Ghana Limited. The shareholding structure of TOPP included CEREDEC holding 80.46%, P.S. Investment Limited 15.53%, and other minority shareholders. The dispute arose over the alleged irregular sale of CEREDEC's shares without offering them first to existing shareholders as required by Regulation 32a of TOPP's regulations. The plaintiff contended that the sale violated their preemptive rights and was conducted in bad faith by the directors and the Divestiture Implementation Committee (DIC).

DOTSE JSC: 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 as we deem it relevant and applicable to the issues germane to the resolution of the appeal herein. The Plaintiff/Appellant/Appellant, hereafter referred to as Plaintiff is a shareholder in Twifo Oil Palm Plantation Limited (TOPP) a company incorporated under the laws of Ghana and engaged in the cultivation of oil palm at the TOPP who are themselves the 14th Defendants/Respondents/Respondents and together with the other Defendants are hereafter referred to simply as 1st – 14th Defendants as appearing above. In order to understand the dynamics of the shareholding structure of the 14th Defendant, it is proper to set out in detail the said shareholding structure as provided in the record: i. Central Regional Development Corporation - 80.46% (CEREDEC) – (1st Defendant) ii. State Insurance Company (SIC) - 2.21% ...