Musanhi, Freda Rebecca war rages on 

Source: Musanhi, Freda Rebecca war rages on | The Herald November 6, 2019

Kenneth Shupikai Musanhi

Fungai Lupande Senior Court Reporter
Zanu-PF Bindura North legislator Kenneth Shupikai Musanhi, has approached the High Court seeking to cancel a shadowy agreement of sale of shares by Freda Rebecca Holdings (Pvt) Limited and ASA Gold Limited (formerly Mwana Africa Ltd).

Musanhi says the two companies sold their shareholding to Sotic International, unlawfully disposing their shares in Freda Rebecca Gold Mine Ltd.

He added that Sotic International’s purchase of the entire shareholding in Freda Rebecca and ASA Gold Limited is in breach of an extant shareholders’ agreement.

Musanhi and his company, Suncraft Enterprises (Pvt) Ltd, is seeking a declaration of efficacy and enforcement of the shareholders’ agreement that binds him, Freda Rebecca Holdings, ASA Gold Ltd and Freda Rebecca Gold Mine Ltd. He wants the High Court to nullify Sotic International’s purchase of the shareholding in Freda Rebecca Holdings and ASA Gold Ltd.

“Any act or document predicated on the agreement of sale of shares is also hereby declared void and a nullity at law,” read the draft order.

“Freda Rebecca Holdings (Pvt) Ltd and ASA Gold Ltd are hereby deemed to have offered the sale of their shareholding in Freda Rebecca Gold Mine Ltd to the plaintiffs which offer is to be in accordance with clause 16 of the shareholders’ agreement dated April 12, 2011.”

Freda Rebecca Holdings, ASA Gold Ltd, Freda Rebecca Gold Mine Ltd and Sotic International are the defendants.
“Sometime in May 2012, the plaintiffs, Freda Rebecca Holdings (Pvt) Limited and ASA Gold Limited concluded a sale of shares agreement wherein Musanhi and his company purchased 15 percent shareholding in Freda Rebecca Gold Mine Ltd,” read the summons.

“Resultantly Freda Rebecca Gold Mine Ltd shareholding comprises Freda Rebecca Holdings (Pvt) Limited and ASA Gold Limited owning 85 percent of the issued share capital.

“And Musanhi and his company owning and controlling the remaining 15 percent of the issued share capital.” Terms of the shareholders’ agreement were that unless agreed to in writing by all of the shareholders, no shareholder shall dispose any shares, read the papers.

The summons add that in violation of the agreement, Freda Rebecca Holdings and ASA Gold Limited, sold 100 percent shareholding to Sotic International thereby giving it control and ownership of 85 percent of the issued share capital in Freda Rebecca Gold Mine.

According to the agreement, such shares were to be first offered to Musanhi and his company, at a discount when the two companies were placed under judicial management.