Response to Daily Nation on their PAID TATU CITY story. Here are facts.

High Court Civil Case No. 46 of 2015: The Tatu City case that Jennings and his Rendeavour cohorts are fighting tooth and nail to withdraw from court.

By Kipkemboi Kemboi

Dear DAILY NATION

Am not going to delve into how STEPHEN JENNINGS paid you to carry on your publication fabricated lies on Tatu City. I wont. No am not that cheap. I felt obliged to do a rejoinder into your shallow story and give you facts that seem to have eluded you like plague. For some of us who have been following TATU CITY story since inception we feel ashamed by your lies and cheap propaganda carried on your papers and done by one gun for hire, John KAMAU. The reputation on the publication has been on a decline with recent revelations. For instance the analysis of the ownership is shallow and lacks credibility. Even the nation is not ashamed to claim that it is Stephen Jennings who gave TATU CITY the disputed loan while it is clear that Renaissance acted as a middleman between the lenders and TATU CITY. That fact alone a whole paper chooses to ignore and publish hogwash handed down from Rendevour offices in Nigeria. Read the following and understand the case.

KENYAN HERALD has been bringing you the syndication of the stories behind TATU CITY. Previously we told you about the history and background of TATU CITY [Refer to our previous articles] and today we start the syndication of the famous case No 46 of 2015. KENYAN media have been awash with all manner of articles and reports on TATU CITY but since KENYAN Herald started on the syndication of the stories, we are confident that KENYANS at large have heard an opportunity to get the true story behind TATU CITY.

Introduction

The suit challenges the opaqueness of a USD$62.5 million loan account which was jointly procured by the Kenyan investors and Jennings team to facilitate the acquisition of Kofinaf Co. Ltd (“Kofinaf’’). The said loan had been jointly secured by CedarSoc, the Mauritian holding company for Kofinaf, from a consortium of offshore third parties (not Renaissance as has been repeatedly claimed by Stephen Jennings) to facilitate the purchase of kofinaf.

Civil case No. 46 of 2015 filed by Tatu City, Kofinaf, Vimal Shah and Nahashon Nyagah against Jennings and his associates in their personal capacities, sought for a forensic in-depth audit of the financial mess that Jennings and his associates have presided over since inception. This course of action having been unanimously agreed by all directors of Kofinaf previously and directed that an in-depth audit of both Kofinaf and Tatu City Co. Ltd (“Tatu City’’) loan accounts be undertaken by PricewaterhouseCoopers, Kenya (“PwC”). In the same suit, Jennings and his associates are accused of fraud, misrepresentation and breach of fiduciary duty and trust thereof.

The Kenyan investors had been calling for detailed information on the status of the loan account since 2011 but the same was not forthcoming from the loan managers who are Renaissance Partners Investment Limited (“RPIL’’), an associate company in the Jennings stable.  Over the years, the only availed info was a one to two page(s) spreadsheet that simply did not contain any supporting documentation or explanation of the entries thereof.  Out of frustration, Nyagah and Vimal escalated the issue by demanding for an in-depth audit of the said loan. In the meeting of the Board of Directors of Kofinaf held on January 28^th 2015, deliberations on the issue of the claimed outstanding loan were finally considered for the first time since 2010. The directors unanimously agreed to appoint PricewaterhouseCoopers, a firm of Certified Public Accountants to undertake a forensic audit of the loan accounts. The High Court too has made orders for the in-depth audit to be expedited but Jennings and his associates have sworn never to allow it.

The civil case also challenges the unlawful and unilateral appointment of Frank Moiser and Pius Mbugua Ngugi as additional directors. The two individuals do not hold a single share in Tatu City or Kofinaf as the registers of the two companies reveal. 

Background

1. On 5^th February 2015, Jennings and his other foreign directors in Tatu City and Kofinaf attempted to make a forceful and unlawful take-over of the two companies by passing an unilateral board resolution which among other things: attempted to remove the chairman of the two boards (Nyagah); take control of the companies bank accounts by changing the signatories thereof in their favour; appoint additional two directors in their favour; and, sack the CEO of Tatu City and CFO and replace them with their own employees.

2. The next day, being 6^th February 2015, Tatu City and Kofinaf together with directors Nyagah and Vimal Shah instituted case Hccc 46 of 2015 against Jennings and his associates. The suit aims to remedy the arbitrary actions the Jennings team had attempted to entrench at the board meetings of 5^th February 2015.

3. In respect to the in-depth audit of the loan accounts specifically, the suit targets to compel Jennings’ company, RPIL as the appointed Facility Agent, to release the Tatu City and Kofinaf securities which are being held by them in the pretext that the loan remains outstanding. Jennings continued to misrepresent the status of the loan, bind the local companies on further obligations to repay the already repaid loan since December 2013 and to make demands on the same to justify further sales of Kofinaf land and other properties.

4. From the documents filed in court, Tatu City and Kofinaf have been able to demonstrate incidences of massive fraud and theft, which has taken place over the years, courtesy of Jennings and his associates.Kenya Herald has seen a catalogue of documents outlining a number of financial transactions where such funds have ended up being misappropriated and put to personal use. As an example, in two incidences it has been demonstrated how funds have been misappropriated by Jennings and his associates:

• On 14^th September, 2012, Jennings and his associates appropriated USD2,215,000 to their personal use or use by third parties associated with them; and,

• On 7^th November, 2012, Jennings and his directors requisitioned USD5,800,000 on behalf of Tatu City but remitted USD300,000.00 only and appropriated USD5,500,000 to their personal use or use by third parties associated with them.

KENYAN HERALD will demonstrate how STEPHEN JENNINGS and his foreign partners have been coning the Kenyan partners all in the while painting himself as a shrewd businessman. Here is the hard copy evidence of how he participated in the wider scheme of things in a bid to defraud the Kenyan partners. From our sources in his office in Nigeria, We have obtained copies of financial documents that STEPHEN JENNINGS has been keeping a secret for a long time.

According to the account statement dated 01/01/2010 to 20/03/2013 and seen by Kenyan Herald, STEPHEN JENNINGS through      Renaissance Partners Investment Limited as a facility agent borrowed a tranche D loan of a total of USD 5,800,00 on behave of Tatu City [Without the knowledge of Local partners] and submitted USD 5,500,000 of the money to a hidden foreign account address:

CYPRUS POPULAR BANK PUBLIC Co Ltd, international business center

134 LIMASSOL AVE

2015 STROVOLOS, NICOSIA-CYPRUS

TEL: +35722363737

CEDAR IV LTD

168-32-044931

CY100030016832044931

AMERICA EXPRESS BANK

This money was wired to this foreign account without the local partners knowing what was going on but it was added to the amount of the loan that TATU CITY shall repay.

USD 300,000 of the remaining amount was wired to

NIC BANK WESTLANDS to the Tatu City Bank account.

Account No: 1201000472

Swift code: 041

Branch code: 105

Kenyan herald has in its possession the Utilization request drafted by STEPHEN JENNINGS friends to acquire the loan even the authorization of the payment procedure.

The USD5,500,000 that STEPHEN JENINGS wired to his personal account in a foreign country without the knowledge of local partners was distributed as follows:

USD 3.750.207,80 was wired to Renaissance partners on 09/11/2012 [same date it was banked] and the remaining USD1.579.861,85 was wired to Renaissance Partners on 13/09/2011 [4 days after the money was banked] This information was not briefed to the local partners till recently when they instituted a court case against STEPHEN JENNINGS.

FURTHER:

On 6^th March 2015, the Court dismissed Jennings and his associates’ application which sought for the striking out of the suit filed by Tatu City and Kofinaf as Plaintiffs on the claim that the same was not authorized by the said companies’ majority in the Board of Directors. The Court further directed that an in-depth audit of the loan accounts be undertaken by PwC. Further Orders in respect of the in-depth audit were made on 28^th April, 2015 and 12^th June, 2015.

All the above three Court Orders clearly spelt out that the in-depth audit of the loan account be undertaken and a report filed in Court within 45 days, however, the Jennings team frustrated the efforts to commence the audit:- 

They asked PwC not to go on with the in-depth audit on the false claim that there was a dispute on instructions while it was clear that the chairman of the board had the requisite mandate to instruct the said auditor to commence the exercise;

They attempted to coerce Kofinaf’s former Company Secretary, whom they had fired upon the Company instituting the suit, to falsify minutes of the Board of Directors meeting.

They falsified an extract of the minutes in respect to the audit issue attempting to reduce the scope of the in-depth audit. The Jennings team unilaterally appointed Coulson and Harney Advocates to provide a new Company Secretary to the board;

The newly unilaterally appointed Company Secretary, altered and falsified the minutes of the Board Meeting of Kofinaf and varied the contents thereof in so far as they relate to the loan audit;

They called further board meetings to: remove the Chairman of the Board as one of the persons designated to liaise with PwC in the audit; and, ratify the unlawful alterations to the minutes of the board meeting that had unanimously approved for an in-depth audit, alter Kofinaf’s memarts to further their intended unilateral control of the Companies.

On 16^th September 2015, Jennings held a board meeting of the so-called `majority shareholders’, deliberated and resolved that no in-depth audit shall be undertaken by PwC or at the request of the Plaintiffs in any event contrary to the Court Orders;

On 17^th September 2015, Jennings stated in a widely publicized public address at the Museum of Kenya auditorium that he would not in any circumstance allow any in-depth audit to be undertaken by PwC or at the request of Nyagah and Vimal in any event, contrary to the Court Orders; and,

They have intimidated PwC in the media and directly. On that account, PwC has abandoned undertaking the exercise. Jennings has now unilaterally appointed an audit firm of his choice, with a reduced scope, to purportedly undertake the said in-depth audit.

Upon hitting a legal brick wall in court, Jennings team changed strategy and adopted a new strategy to demean the judicial process. They now opted to prosecute their case in their own words “in the court of public opinion’’. The constant bad press and personal vendetta against the Kenyan investors fits in this unfortunate strategy. You will recall the personal attacks by Jennings at the MindSpeak and at the Museum of Kenya fora and the proliferation of obscene personal attacks in the social media which culminated in both Vimal and Nyagah suing Jennings for defamation. Notwithstanding that the Court granted Orders stopping Jennings to stop making these unsubstantiated defamatory attacks, todate Jennings has not seized to do so and, indeed, seems to have adopted the Kenyan notoriety of `mta do!’. He has now hired a dedicated army to continue the attacks in the social media. Kenya Herald has reported in its past articles on Tatu City how the mainstream media has been compromised in reporting about the deplorable and sad state of affairs at Tatu City.

To further divert the attention from the judicial process, Jennings sued Nyagah and another 20 Kenyan investors who have lawfully bought land from Kofinaf. Once the said parties demonstrated their innocence in their pleadings it became clear to Jennings that he was fighting a battle in futility. Once again, tactics changed! A criminal complaint was filed with the directorate of CID. When that was not going their way, Jennings in unsubstantiated claim accused Nyagah of having bribed the Director of CID to seek protection. Another time, Nyagah was supposed to have compromised the Judge handling this suit with an alleged award of a Shs.100 million cash deal. That too was not substantiated! For Vimal, the personalized attack has been in the alternative press. BidcoAfrica which is not even a shareholder in Tatu City or Kofinaf has received undeserved attacks showing the unprofessional manner in which Jennings has fought his battles.

In the meantime, the firm of Advocates that was representing Jennings and his team of Defendants, TripleOkLaw, was dropped and replaced with Ahmednasir to facilitate what now looks to be a more aggressive and daring strategy. All the Defendants have now split their legal representation with each assigned to drive a solo process, which to informed observers looks like a dare devil kamikaze style.

In disobedience and in contempt of previous Court Orders, Jennings and his associates held a board meeting on 16^th September 2015, deliberated and resolved that: the suit filed by the companies was not authorized by the majority of directors; Havi & Company Advocates (“Havi’’) who filed it was not instructed to act and should be replaced by an Advocate of their choice, Mr. Ahmednasir Abdullahi practicing in the name and style of Ahmednasir Abdikadir & Company Advocates (“Ahmednasir’’); and further, Jennings and his team deliberated and resolved that Nyagah and Vimal should show cause within 7 days, why they filed the suit against the Jennings team, failing which they would be voted out as directors for breach of trust and misconduct

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