Botswana Stock Exchange (BSE) listed G4S Botswana Limited with a market capitalisation of P300 million is definitely in a for long haul before its parent company’s attached 70 percent shares placed under control and supervision of the Registrar and Master of the High Court in Botswana are freed.
The embattled public listed company found itself on the back foot Tuesday when Lobatse High Court judge, Justice Shakes Busang did not set aside his December 10, 2014 attachment order during an urgent application filed by G4S Botswana Limited seeking the setting aside of the December order that effectively attached and placed the 70 percent shares under control and supervision of the High Court.
The order was a sequel to former Nigeria G4S managing director Percy Raditladi’s application for enforcement of specific performance and permission to effect service on the respondents whom he alleged had putatively breached an agreement he had entered into with one or more or all of them on December 21, 2011 in Gaborone.
In terms of the agreement, Raditladi who terminated his employment with G4S Nigeria as its managing director at the end of 2011, allowed the personal recognisance he had availed the Economic Financial Crimes Commission of Nigeria (EFCC) to remain in place until his bail was lifted by the EFCC in return for payment of US$2000 per month payable to his offshore account that was used for salary payment.
He further in terms of the agreement continued to serve as a director of the board of directors of Group 4 Securicor Nigeria until the bail was lifted with the company responsible for costs of attending board meetings and arrangement for Immigration Visas.
G4S repudiated the agreement on October 24th, 2014.
In his application, Raditladi cited G4S plc, G4S International Employment Services Limited, G4S Secure Solutions (SA) (Pty) Ltd, Group 4 Securicor Nigeria Limited, G4S Nigeria Limited, G4S Secure Solutions (Nigeria) Limited and G4S Botswana Limited.
In his urgent application papers, G4S Botswana Limited managing director Michael Kampani stated that each of the respondents is a separate legal entity duly registered and incorporated as a company in terms of the laws of the country of registration.
He explained that G4S UK, the ultimate holding company of the G4S group, is duly registered and incorporated in the United Kingdom where it is listed on the London Stock Exchange (FTSE) and holds shares in only two subsidiary companies; i.e. G4S Corporate Services Limited, which is itself duly registered and incorporated in the United Kingdom; and G4S Holdings (DK) A/S, duly registered and incorporated in Denmark and listed on the Copenhagen Stock Exchange (CSE).
Requesting the matter to be heard on urgency on January 28, 2015 before the actual return day of 23rd March 2015, Kampani denied that the applicant (Raditladi) has prima facie case against the first to sixth respondents because the so-called “interim tenure agreement’ relied on by the applicant for the purposes of his intended application was not concluded with any of the respondents and as such it is necessary for the applicant to establish that it has a prima facie case against the respondents in order to persuade the court to grant an order for the attachment of property and services of intended application by means of edictal citation.
“The applicant has intimated that G4S Botswana is not anticipated to be a party in the intended application….
“G4S Botswana will seek on the anticipated return day to have the attachment order set aside. The matter is urgent and it requires to be dealt with expeditiously and, if at all possible, before Thursday 29 January 2015. This is the date upon which G4S Botswana is required by the rules of the BSE to file a a second (follow up) cautionary announcement because of the attachment order that was granted in respect of its shares” deposed Kampani in his answering affidavit motivating urgency.
In addition to its obligation in accordance with the BSE regulations, Kampani alleged “the applicant also threatened G4S Botswana to immediately and in undue haste publish the fact of the order that had been obtained on ex parte basis against G4S Botswana and before it had been afforded an opportunity to properly consider the matter or take legal advice”. He averred that there is no reasonable and satisfactory explanation for the applicant’s conduct.
Kampani further deposed that another cautionary announcement is required within 21 days of the prior announcement, i.e. by 29 January 2015 and the context of the announcement will obviously depend on the determination of the issues before the court on the anticipated return day.
He averred that the trading of the shares in G4S Botswana on the BSE has deteriorated as a result of this matter; from stable and average of 375 thebe to 364 thebe on 16 January 2015; and trading volumes have recorded a significant reduction in the number of transactions over the period.
“It should be borne in mind that the shareholders in G4S Botswana include members of the general public as well as citizen pension funds; and prejudice caused to the value of these shares will impact on these shareholders. G4S Botswana has received widespread negative publicity as a result of the attachment order”, lamented Kampani.
He said G4S has a uniform brand globally and any reputational damage it may suffer locally within Botswana will undoubtedly have a knock- on effect in regard to its operations also in other countries. The services that are provided in regard to its operations are essential in the public interest in an extremely competitive industry that relies on customer confidence in the service provider and dependent on the public trust in the industry.
Kamapani accused the applicant and its attorneys of relying on allegations of fact that were not researched and confirmed resulting in the court granting an order on erroneous grounds which amounts to abuse of court process.
He said he had been advised that the applicant had advanced no reason why it was necessary to obtain the attachment order against any of the respondents in secret and on an ex parte basis as the court already had jurisdiction to determine the intended main application, it was not necessary to also attach property to confirm the court’s jurisdiction over the respondents.
G4S Botswana managing director averred that Raditladi did not properly ascertain and disclose to the court the material fact of ownership of the shares in G4S Botswana because a simple company search at either G4S Botswana’s company secretaries would have revealed that the shares in G4S Botswana are in fact owned by G4S 105; and that none of the respondents holds any shares in G4S Botswana.
Shooting back, Raditladi disputed that the attachment of the shares had the alleged effect ; “and to quote from the deponent’s own mouth, the attachment herein is of private shares that belong to the 7th Respondent’s parent company, which shares are not the thirty percent (30%) shares that have been floated on the Botswana Stock Exchange”.
Raditladi argued that the fact that a press statement has to be issued does not itself result in a conclusion of prejudice or loss. “All that the 7th Respondent needs to do is to phrase any cautionary announcement in sufficiently clear terms to make members of the public understand that the shares in question herein have been attached merely for safekeeping as a matter is being litigated before the High Court, by parties who are not 7th Respondent”, replied Raditladi adding that unless the allegation is that G4S is fighting for the right to trade in its 70 percent shareholding notwithstanding the attachment order.
Meanwhile, G4S Botswana board of directors on January 28 renewed the cautionary announcement pending Justice Busang’s judgment scheduled for February 18.