Botswana Stock Exchange (BSE) listed G4S Botswana this week suffered another blow when the High Court refused to rescind its December 10, 2014 order attaching 70 percent of its shares under control and supervision of the Registrar and Master of the High Court.
The High Court order was subsequent to an application by former G4S Nigeria Managing Director Percy Raditladi, who is suing the parent company (G4S plc) and six of its subsidiaries for repudiating a December 2011 agreement he had entered with the company.
The agreement entitled Raditladi to remain on the board of G4S Nigeria and receive payment of US$2000 per month pending the lifting of a bail recognizance he entered with the Economic and Financial Crimes Commission during his tenure at G4S Nigeria. Some months after Raditladi terminated his contract with G4S Nigeria, G4S plc reneged on its agreement to retain him as a board member pending the lifting the bail personal recognizance.
Raditladi is now suing G4S plc and its subsidiaries for putative breach of the December 2011 agreement. In a bid to effect service on all the seven respondents, Raditladi lodged an ex parte application with the High Court seeking for the shares of G4S to be attached. The attachment order was granted pending finalization of the case on March 23, when the respondents would have been called upon to show cause why the 70 percent shares of the G$S Plc in G4S Botswana should not be attached until the substantive case pertaining to breach of specific performance has been concluded.
In a scathing 61 page judgment, Justice Shakes Busang relied on the provisions of law with respect to┬áthe company directors’ duties under the Companies Act which provide that the directors are to exercise their powers in good faith, in the best interest of the company, with the degree of care diligence and required skills in the discharge of their duties, chief of which is the discharge of office honestly, in good faith and in the best interest of the company.
“These are onerous obligations, compliance with which is mandatory. The Act further prescribes offences and penalties that may be imposed for breach of the above provisions,” said Justice Busang.
He castigated G4S for not taking the court in confidence by explaining why the information in the annual reports that Raditladi relied on which are official documents issues in terms of the Companies Act contain information that is different,┬á┬áon important issue of the majority shareholding, from the share certificate and the share register.
“I am unable to understand how G4S would under oath disown the contents of its own annual report. It is hereby ordered that the rule nisi┬áof 10th┬áDecember shall remain in place and undisturbed pending the return date of the 23rd┬áMarch. Costs of the application and argument shall be borne by G4S,” said Justice Busang.