Background
KENYAN HERALD has been syndicating the TATU CITY stories in a way that no any other blog or Kenyan mainstream media has done before. Our drafts and information is thorough and to the point. Our stories have been read far and wide. And today we present to you a story of alleged Land Theft by the Kenyan Investors at Tatu City. This is a case involving a company called Purple Saturn. Here is the full story.
When questioned on Kofinaf Company Ltd (“Kofinaf’’) $75.0 million landsales during the Kofinaf board meeting of 28th January 2015,(Kenyan Herald had serialized this story) the Renaissance directors apologised for not having kept the Board of directors briefed on the matter and promised to rectify the anomaly. A week later, the Renaissance Group representatives in the board carried out a boardroom coup in which they attempted to among other things, remove Mr. Nyagah from the chairmanship of Tatu City and Kofinaf boards and also sack both the CEO and the CFO of these companies. To date, there has been no accounting on the utilization of the said funds.
Court Suit
On 12th May 2015, Mr. Stephen Jennings the key representative of Renaissance in the board of Kofinaf together with a Mauritius registered company, wholly owned by him, called Galba Mining Limited (“Galba’’) arbitrarily sued Mr. Nyagah and his Advocates together with 21 other Kenyan investors and their advocates on grounds of alleged fraud and breach of trust.
In summary, Galba sought to restrain the local investors in Purple Saturn Properties Ltd (“Purple Saturn’’), from acting and dealing as shareholders and directors of their wholly-owned company. On close scrutiny of the prayers by the Plaintiffs, it is obvious that the main objective of instituting the suit was an effort to restrain the local owners from cancelling an illegal sale of the entire shares of their company by Galba to Daykio Plantations Ltd. (Daykio) for USD48.0 million. Mr. Jennings did not make the directors of Kofinaf aware of this transaction.
According to the Plaint filed by the Jennings team, Galba had on 10th December 2014 signed a Share Purchase Agreement relating to the shares in Purple Saturn, without the knowledge or authority of the registered local owners. It is further revealed that Galba as the vendor had misleadingly stated in the warranties that it had the power and authority to enter into and perform the said agreement. Galba’s representative is identified as one Robert James Reid, who is an alternate director to Mr. Jennings in the Tatu City and Kofinaf boards. That, on the face of it, is a serious anomaly that Galba was in 2015 committing to sell a property already sold off by Kofinaf to the Kenyan investors in 2013.
On 30th March 2015, in a similar opaque arrangement, the representatives of Daykio illegally charged the properties of Jojoja Properties Ltd (“Jojoja), another company owned by an associate group of the same local investors, and Purple Saturn to secure a Shs.3,874,500,000 advance from the Co-Operative Bank of Kenya, without the knowledge and authority of the registered Kenyan owners.
Apart from the fact that this was an outright deceitful and fraudulent transaction kept away from other directors in the Kofinaf board, the manner in which the charge was made was a highly fraudulent scheme whereof the properties that Daykio would have been buying would be used as collateral security in this transaction contrary to section 56(1) of the Companies Act. The said charges were in the process of being registered at the lands registry before the Kenyan registered owners of Purple Saturn learnt of the illegal transaction and halted it. It has now transpired that the Renaissance Group and Galba had obtained, upon signing the shares and sales agreement on 10th December 2014 a 10% deposit, equivalent to Shs. 430 million, which funds are not in the TatuCity or Kofinaf’s account and cannot be accounted for.
Upon the directors of Purple Saturn stopping the illegal sale of their properties, the faction in Kofinaf aligned to the Renaissance Group filed several court cases which were announced in the local media as ‘the mother of all frauds perpetrated by Mr. Nyagah’. The claim was that the local investors who own these three properties acted in breach of trust because of the allegation that their shares were held in trust for the Mauritian entity, Galba. The specific reason for suing Mr. Nyagah, who is in fact the Chairman of one of the suing entity, Kofinaf, was never spelt out save in very general terms.
Court filings now reveal that the Jennings team had refused to disclose a material fact that Kofinaf had on 4th July 2013 signed, sealed, and delivered respective sale agreement, transfer, and a loan agreement with the local investors that they were now suing.
The local investors have now brought to the attention of the court that the board of directors of Kofinaf had met on 27th of June 2013 and duly approved the sale of Purple Saturn properties to them at an agreed price and terms. The board resolutions which had been duly signed by the Renaissance representatives in the then board, Mr. Hans Jochum Horn and Mr. Robert James Reid, further authorized the CEO of TatuCity to obtain the requisite land control consents. It is interesting that the said directors have not disputed these facts and it is an irony that Mr. Stephen Jennings, who joined the Kofinaf board as late as November 2014 is the one orchestrating the suit.
Stay tuned for part 2 of these court proceedings.
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