09 December, 2005

Ghana: Guinness Ghana Breweries Limited to be to hold Annual General Meeting after court throws out suit

Guinness Ghana Breweries Limited (GGBL) will from now hold its Annual General Meeting (AGM) on December 12 at Kumasi after the dismissal by an Accra Fast Track High Court of an interlocutory injunction filed by Mr John Oduro-Ofori, a shareholder, restraining the Company from holding the meeting.

Delivering its ruling on December 8, the Court stated after considering both arguments and pleas of both counsel, it noted that the Plaintiff, Mr Oduro-Ofori could not establish that he could suffer any irreparable damage."Further as a balance of hardship, greater loss would be incurred by the defendants and the majority of shareholders if the meeting was called off," the Court stated.

Accepting the arguments of the respondents, GGBL, the Court noted that the Directors of the Company were not acting against the law by the calling the meeting. The Court awarded 1.5 million cedis cost against Mr Oduro-Ofori.

Mr Oduro-Ofori, through his counsel Mr Joseph Aboagye Debrah, sought an order of the Court to restrain GGBL from holding its AGM slated for December 12, saying it was in breach of statutory provisions of 1963 Companies Code (Act 179). He also sought an order of the Court to restrain GGBL from using the name Guinness Ghana Breweries Group without registration, noting that this was in breach of Act 179 and Act 151.

In an affidavit in support, plaintiff stated that under Ghanaian law, business names and names of corporate entities must be registered, irrespective of whether they were a holding company or a group name. He noted that GGBL launched a new name Guinness Ghana Breweries Group (GGBG) and defined a logo at a public function and openly declared that the launch was a further merger of GGBL and Ghana Breweries Limited.

It stated further GGBL and its Directors had designed corporate letterheads with the GGBG detailing directors and all other requirements of a duly registered corporate entity that was not registered. According to the Plaintiff, the annual report and communication received as purported notice of the AGM of GGBL could not be deemed as proper in law.

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