Haikali files suit against business partners
The co-owner of Safland Property Services Namibia wants the High Court to freeze the company's accounts.
Businessman Ranga Haikali has brought an urgent High Court application against Safland Property Services Namibia.
In his documents, he asks the court to instruct the deputy sheriff to attach all monies held in the company's First National Bank account until the finalisation of another matter he has against the company in the High Court.
In that matter Haikali asks the High Court to relieve him from “oppressive and unfairly prejudicial conduct of the trustees of the Matador Trust and in the alternative, the winding up of the company”.
The other respondents include Safland International, First National Bank Namibia, Karel van der Merwe, Jeremy Rossouw and Marinda van der Merwe. Haikali is a 50% shareholder of Safland Property Services Namibia.
The Matador Trust holds the other 50%. Karel van der Merwe is a director at Safland Namibia and a trustee of the trust, while Rossouw and Marinda van der Merwe are trustees of the trust.
Haikali alleges that his counterparts in the company, South African shareholders, have been siphoning off funds from the company and transferring these to Safland International.
In his papers before the court on Friday, Haikali writes that the other matter “is directly relevant to the merits of this application”.
Essentially, Haikali seeks the court to either attach the company account or to halt any payments made unless expressly approved by him in writing. He also asked for the attachment of N$13 134 635 held in Safland International's bank account. Safland Namibia, he says, specialises in property management and development in the country, adding that its main business involves managing the portfolio of the Government Institutions Pension Fund (GIPF), holding a small share, 1%, as an investor participant in that portfolio which is worth around N$1 billion.
Moreover, Safland is also the exclusive appointed fund manager for Frontier Property Trust (FPT).
“Through its trustees, the FPT manages, administers and controls the fund, being the aggregate of all portfolio investments and other assets held on behalf of investor participants. GIPF and Safland are the only investor participants in FPT” to date, Haikali writes.
At the outset in 2008, Haikali held 51% shares while Safland International held the remaining 49%. In 2010, Van der Merwe was appointed director for the Namibian company and Haikali tells the court that their business relationship was good and the company affairs were always agreed upon by mutual discussion. Haikali was chair of the board and a non-executive director.
“The trust and confidence we had in each other, in my view at the time, made it unnecessary to formally discuss and conclude a shareholders' agreement.”
During 2015, he says it came to his attention that various expenditures had been incurred without the board's approval. A court matter was launched and although settled, the agreement never came to fruition Haikali says because the process of the valuation of his shares was frustrated to such a degree that the auditors tasked with completing the process resigned.
He and Van der Merwe then began to rebuild their relationship and he said he “agreed to dispose of the majority shareholding in Safland in order to establish an equal shareholding on the basis of company dealings”.
“It was always my understanding that Van der Merwe would never use his position to commit or participate in any prejudicial, unjust or inequitable conduct aimed at me or to the detriment of the company, nor that he would take unfair advantage of the equal shareholding.”
He says both Van der Merwe and Rossouw “unscrupulously took advantage of the situation” that he could no longer veto decisions or remove any director.
Any suggestion he made or wish he had he says were opposed or simply outvoted and he says he was sidelined.
Several correspondences in this regard were attached to the filed documents in the court. Haikali said he had formally asked the auditors for account information, employee costs and management fees after he had discovered payments made to unrelated entities including the Nguni Property Fund and moreover, that funds due to the company were being used to pay salaries of employees at Safland International.
He eventually received the company's bank statements which were delivered to his counsel's offices on 9 April. It was here, he says, he discovered payments of N$13 134 635 made by Safland Namibia to Safland International.
These amounts, he says, were “unlawfully” paid to the company.
“It is also of significance that in as far as I could establish, both Karel and Marinda van der Merwe are shareholders and directors of Safland International.”
Moreover, he says that Karel van der Merwe and Rossouw are signatories on the bank accounts of both Safland Namibia and Safland International.
Following several enquiries, Haikali says he received no response and said that it has become clear to him that the “funds to the credit of Safland Namibia at Safland International may be quickly depleted by Van der Merwe and Rossouw” to the detriment of Safland Namibia and himself.
“It is also clear to me that Van der Merwe has something to hide as such disclosure (account information) would result in the inescapable conclusion that he has been guilty of serious misappropriation of monies belonging to Safland (Namibia), as well as unauthorised transactions so perpetrated which may amount to a breach of his fiduciary duties towards the company.
“It is also evident from the aforesaid that Van der Merwe has been treating the company's property and funds as his own and that he is doing everything within his power to deny me my rights as shareholder, both in respect of being able to know what is happening in the company as well as to be able to determine the true value of the company as such.”
On Friday, before Judge Thomas Masuku, the parties agreed to settle the matter and in a bid to reach a settlement, the matter was postponed to Wednesday of this week.
Maren de Klerk of De Klerk, Horn and Coetzee appears for Haikali while Stephen Vlieghe of Koep and Partners appears for the respondents.
YANNA SMITH
In his documents, he asks the court to instruct the deputy sheriff to attach all monies held in the company's First National Bank account until the finalisation of another matter he has against the company in the High Court.
In that matter Haikali asks the High Court to relieve him from “oppressive and unfairly prejudicial conduct of the trustees of the Matador Trust and in the alternative, the winding up of the company”.
The other respondents include Safland International, First National Bank Namibia, Karel van der Merwe, Jeremy Rossouw and Marinda van der Merwe. Haikali is a 50% shareholder of Safland Property Services Namibia.
The Matador Trust holds the other 50%. Karel van der Merwe is a director at Safland Namibia and a trustee of the trust, while Rossouw and Marinda van der Merwe are trustees of the trust.
Haikali alleges that his counterparts in the company, South African shareholders, have been siphoning off funds from the company and transferring these to Safland International.
In his papers before the court on Friday, Haikali writes that the other matter “is directly relevant to the merits of this application”.
Essentially, Haikali seeks the court to either attach the company account or to halt any payments made unless expressly approved by him in writing. He also asked for the attachment of N$13 134 635 held in Safland International's bank account. Safland Namibia, he says, specialises in property management and development in the country, adding that its main business involves managing the portfolio of the Government Institutions Pension Fund (GIPF), holding a small share, 1%, as an investor participant in that portfolio which is worth around N$1 billion.
Moreover, Safland is also the exclusive appointed fund manager for Frontier Property Trust (FPT).
“Through its trustees, the FPT manages, administers and controls the fund, being the aggregate of all portfolio investments and other assets held on behalf of investor participants. GIPF and Safland are the only investor participants in FPT” to date, Haikali writes.
At the outset in 2008, Haikali held 51% shares while Safland International held the remaining 49%. In 2010, Van der Merwe was appointed director for the Namibian company and Haikali tells the court that their business relationship was good and the company affairs were always agreed upon by mutual discussion. Haikali was chair of the board and a non-executive director.
“The trust and confidence we had in each other, in my view at the time, made it unnecessary to formally discuss and conclude a shareholders' agreement.”
During 2015, he says it came to his attention that various expenditures had been incurred without the board's approval. A court matter was launched and although settled, the agreement never came to fruition Haikali says because the process of the valuation of his shares was frustrated to such a degree that the auditors tasked with completing the process resigned.
He and Van der Merwe then began to rebuild their relationship and he said he “agreed to dispose of the majority shareholding in Safland in order to establish an equal shareholding on the basis of company dealings”.
“It was always my understanding that Van der Merwe would never use his position to commit or participate in any prejudicial, unjust or inequitable conduct aimed at me or to the detriment of the company, nor that he would take unfair advantage of the equal shareholding.”
He says both Van der Merwe and Rossouw “unscrupulously took advantage of the situation” that he could no longer veto decisions or remove any director.
Any suggestion he made or wish he had he says were opposed or simply outvoted and he says he was sidelined.
Several correspondences in this regard were attached to the filed documents in the court. Haikali said he had formally asked the auditors for account information, employee costs and management fees after he had discovered payments made to unrelated entities including the Nguni Property Fund and moreover, that funds due to the company were being used to pay salaries of employees at Safland International.
He eventually received the company's bank statements which were delivered to his counsel's offices on 9 April. It was here, he says, he discovered payments of N$13 134 635 made by Safland Namibia to Safland International.
These amounts, he says, were “unlawfully” paid to the company.
“It is also of significance that in as far as I could establish, both Karel and Marinda van der Merwe are shareholders and directors of Safland International.”
Moreover, he says that Karel van der Merwe and Rossouw are signatories on the bank accounts of both Safland Namibia and Safland International.
Following several enquiries, Haikali says he received no response and said that it has become clear to him that the “funds to the credit of Safland Namibia at Safland International may be quickly depleted by Van der Merwe and Rossouw” to the detriment of Safland Namibia and himself.
“It is also clear to me that Van der Merwe has something to hide as such disclosure (account information) would result in the inescapable conclusion that he has been guilty of serious misappropriation of monies belonging to Safland (Namibia), as well as unauthorised transactions so perpetrated which may amount to a breach of his fiduciary duties towards the company.
“It is also evident from the aforesaid that Van der Merwe has been treating the company's property and funds as his own and that he is doing everything within his power to deny me my rights as shareholder, both in respect of being able to know what is happening in the company as well as to be able to determine the true value of the company as such.”
On Friday, before Judge Thomas Masuku, the parties agreed to settle the matter and in a bid to reach a settlement, the matter was postponed to Wednesday of this week.
Maren de Klerk of De Klerk, Horn and Coetzee appears for Haikali while Stephen Vlieghe of Koep and Partners appears for the respondents.
YANNA SMITH
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