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TORKORNOO, JSC:
This is the fourth forum to which the appellants in this consolidated suit have appealed regarding their grievance. There are two suits that have travelled on the same routes to the Court of Appeal. The Appellants in the first suit are Mr. Justice Awuku Sao, Dr. Albert Boohene, Dr. Offei –Aboagye and Samuel De-Abba, (hereinafter referred to as individual Appellants) who were directors and shareholders of Starwin Products Ltd (Starwin). The Appellant in the second suit is Mirfield Properties Ltd, a shareholder of Starwin.
A brief chronology of the two suits that ended up as a consolidated suit in the Commercial Division of the high court is as follows:
In 2013, the public company Starwin Products Ltd (Starwin) decided to raise 10 million Ghana cedis through the issuing of new shares. The shareholders passed special resolutions on 19th June 2013 authorizing this transaction.
On 11th December 2013, IC Securities, was appointed as the Transaction Adviser for this renounceable rights issue by the company.
On 21st May 2014, the directors of Starwin (including the individual Appellants herein) also passed the following resolutions for the due conduct of the rights issue
a. “Subject to the approval of the Ghana Stock Exchange (the “GSE”) and the Securities and Exchange Commission (the “SEC”), the raising of up to GHȼ10,000,000.00 (Ten million Ghana Cedis) through a rights issue (the “Rights Issue”) is hereby approved.
b. Subject to the approval of the GSE and the SEC, the additional listing of the issued shares on the Ghana Stock Exchange is hereby approved (the “Additional Listing”).
c. subject to the approval of the SEC, the offer circular prepared by the professional advisors in respect of the rights issue is hereby approved; and
d. The management of the company is authorized to take all steps, including the appointment of all necessary professional advisors, to ensure compliance with all applicable legal and other requirements for the rights issue and the additional listing”
On 5th September 2014, IC Securities presented an Offer Circular to provide the basis on which the work of offering and selling of the shares would be done. The shares issued were 333,359,264 ordinary shares of no par value in a ratio of 4.49 new shares for every 1 existing share held by a Qualifying Shareholder. This Offer Circular was the working document covering the duties of IC Securities as Financial Advisor and Sponsoring Broker of the share issue. The comm