High Courts foils illegal hostile company takeover 

Source: High Courts foils illegal hostile company takeover – #Asakhe – CITE

IN a huge victory for Israeli investor Ofer Sivan, the High Court of Zimbabwe has blocked the ‘illegal’ hostile takeover of earth moving equipment business, Adelcraft Investments, by Gillad Shabtai and his driver Munyaradzi Gonyora.

It is the state case that two years ago, Shabtai and Gonyora attempted to place Adelcraft under voluntary corporate rescue claiming that the company was on the verge of financial distress.

In pursuit of the plan to illegally wrestle control of the firm, the court heard that Shabtai and Gonyora, previous non-executive directors of Adlecraft Investments, ‘executed’ an irregular board resolution in October 2021 to place the company under administration.

However, Sivan sought temporary relief from the High Court from the illegal board resolution on 29 November 2021 which was granted by Justice Musithu and Justice Jacob Manzunzu on 15th September 2022.

In a major relief to Sivan, on the 22nd February 2023, Justice Manzunzu handed over a judgment in favour of Sivan ordering that resolution which was ‘executed’ by Shabtai and Gonyora was illegal.

“The provisional order granted by this court on 29 November 2021 be and is hereby confirmed.  The resolution dated 1st October 2021 attached to the application marked “E” endorsed under CRP3/21 is declared null and void and is hereby set aside.”

Manzunzu further ruled that the appointment of Alexious Dera as corporate rescue practitioner of Adlecraft was set aside.

“There shall be absolution from the instance in respect of the relief sought to interdict and restrain the first respondent from representing himself out to the public or transacting on the perjured capacity of a holder of equity in Adlecraft Investments (Private) Limited.

“The first and second respondents (Shabtai and Gonyora) are ordered to pay the applicant’s costs on the ordinary scale,” Manzunzu added.

According to court papers gleaned by this publication, Adlecraft Investments has only ever been issued with 20 shares since inception nullifying Shabtai’s false claim that he holds 980 shares through another company.

Justice Manzunzu ruled that it is undisputed Sivan legally acquired the entire share capital of Adlecraft Investments in 2012 – ‘Adlecraft Investments (Private) Limited has only issued 20 shares’

In a previous case concerning the illegal opening of an account with Getbucks Microfinance Bank, Justice Chitapi ordered that Shabtai and Gonyora be declared to have committed acts of fraud against Adlecraft Investments and misappropriation of company funds.

They were ordered to repay the amount of US$1,3 million jointly and severally. It was also ordered that they be removed from directorship of the company and allowed Sivan to appoint a new board of Directors with immediate effect.

The Getbucks account was frozen by virtue of a court order once it was brought to the attention of the authorities.

Shabtai and Gonyora, who are on Zimbabwe Republic Police wanted list, fled the country running away from numerous criminal investigations for money laundering, tax evasion, and theft of trust property.

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