Catering company partners in shareholding battleBy: WERNER MENGES
A GROUP of former partners in a company that won – and then again lost – a contract to supply food to school hostels in the Omusati and Oshana Regions resumed a long court battle over the ownership of shares in the company this week.
Two shareholders in the company, Supreme Caterers, and one former shareholder are suing the company itself, other current shareholders, the company secretary and the Registrar of Companies in the High Court in Windhoek in an attempt to reverse changes that were made to the shareholding in the company.
Current shareholders Sakaria Kahenge and Emilia Shali are joined by former shareholder Charlode Kaangundue as plaintiffs in the case.
Playing the main roles as defendants in the case are Windhoek-based businessman Marius Winterbach, a close corporation of Winterbach, Lida Cleaning Services CC, which is a shareholder in Supreme Caterers, Auas Secretarial Services CC, and Christa Jurgens.
Shali, Kahenge and Kaangundue are claiming that Winterbach unlawfully had changes made to Supreme Caterers’ share register during 2008 and 2009. With these changes, Shali’s shareholding in the company was changed from 30 per cent of the shares to ten per cent, Kaangundue’s stake in the company was changed from 30 per cent of the shares to nothing, and Kahenge’s shareholding was increased from 30 to 35 per cent of the shares. At the same time, Lida Cleaning Services obtained 45 per cent of the shareholding in the company.
Supreme Caterers was awarded a contract to supply food to school hostels in the Omusati and Oshana Regions in May 2008. After the case now proceeding before Judge Kato van Niekerk was instituted, the contract to supply food to the hostels was withdrawn from Supreme Caterers, the court has been informed.
The plaintiffs are claiming that the transfer of the shares and changes which were made to the share register were unlawful, as these had taken place without the consent or authority of the shareholders or the board of the company.
Winterbach, Lida Cleaning Services, Auas Secretarial Services and Jurgens are defending the case. In a plea filed with the court, they are claiming that Shali, Kahenge and Kaangundue in effect were actually used as a front, in that each of them held the shares registered in their names on behalf of someone else, who was the true, but hidden, shareholder in the company.
The defendants are claiming that the shares registered in Kahenge’s name are actually owned by Edward Davies – a figure well-known in catering circles in Namibia. Davies was previously involved with Independence Caterers while that company held contracts to supply food to Government-run school hostels and hospitals.
Kahenge held the shares in trust on behalf of Davies, the defendants are claiming.
Kahenge denied this when he testified before Judge Van Niekerk this week. He went so far as to deny that he had ever signed a document, allegedly bearing his signature, in which he supposedly declared that he was holding the shares in trust on behalf of Davies.
The shares registered in Shali’s name were held by her on behalf of one Richard Owen, while the shares registered in Kaangundue’s name were held by her on behalf of one, Terry Goodman, the defendants are claiming.
Owen and Goodman were both employees of Independence Caterers, the court has heard.
The defendants are denying that the changes in the shareholding of the company were made without the consent or authority of its board and lawful shareholders, or that Winterbach, Lida Cleaning Services, Auas Secretarial Services and Jurgens unlawfully and wrongfully deprived Shali, Kahenge and Kaangundue of their shares.
The trial before Judge Van Niekerk continues.
Werner Boesak and James Diedericks are representing the defendants. Amupanda Kamanja is representing the plaintiffs.