HARARE – (FinX) Stalap Investments have won their case against Nicholas Van Hoogstraten’s Willoughby’s Investment and chairman Itai Pasi, setting aside the CFI Holdings extra-ordinary general meeting held on November 15, 2017, which sought to mainly reverse the sale of Langford Estates.
Stalap holds a 41% stake in CFI while Willoughby’s and various investment vehicles linked to Van Hoogstraten control over 50% of the company.
Willoughby’s had called for the EGM in November 2017, disputing a resolution passed in October 2015’s EGM meeting that permitted the ZSE-listed company to dispose 834 hectares valued at $18 million to Fidelity Life as debt settlement.
Willoughby Investments cited that the resolutions passed were unlawful as no disclosure was made to shareholders that the transaction involved related parties which, by law, were not entitled to vote hence the decision should be nullified.
The EGM proceeded to vote marred with irregulaties although none of the resolutions were carried. However a press statement issued after stated that the special resolutions carried on the day effectively reversing the Langford transaction and mandated the directors to cancel the Langford transaction and to recover costs and damages from various parties that had advised on the transaction.
The statement was subsequently challenged at the High Court by Stalap, Zimre Holdings, Douglas Mamvura and Ramsway through lawyer Addington Chinake.
In a judgment delivered today by Justice Philda Muzofa, it was found that Willoughby’s (first respondent) did not comply with Zimbabwe Stock Exchange Listing Rules in calling and holding the EGM and that the failure to do so prejudiced shareholders of CFI.
“Consequently, the requisitioned meeting of November 15, 2017 be and is hereby set aside.”
This means that Fidelity Life will remain with Langford Estate while Zimre Holdings will now boost its balance sheet value by bring back the CFI asset, which it had written off.
The High Court also ruled that Itai Pasi (second respondent) was not lawfully appointed as chairperson for the purposes of the requisitioned EGM and this made all proceedings a nullity. Grace Muradzikwa who held the chairmanship had resigned from the post just before the meeting.
The judge also said that CFI cannot hold EGMs without complying with the Zimbabwe Stock Exchange Listing Rules
Willoughby’s and Pasi will pay the legal costs.