Judge accuses Ofer Sivan of lying about shareholding of Adlecraft Investments
Businessman Ofer Sivan’s plan to remove his business partners Gilad Shabtai and Munyaradzi Gonyora from the shareholding of the company Adlecraft Investments attracted the wrath of the High Court because he tried to provide false information.
Sivan approached the court claiming to be the Managing Director and sole shareholder in Adlecraft Investments seeking to interdict Shabtai and Gonyora from claiming interests in the company.
Sivan is alleged to have acquired Adlecraft Investments in 2011, becoming its executive director and sole shareholder with the responsibility of running its affairs.
Shabtai and Gonyora denied that Sivan was the sole shareholder of the company because during the period there were indigenisation laws that didn’t allow foreigners like him to own 100 percent shareholding in a registered company.
Shabtai further argued that he held equity in the company, Adlecraft Holdings, which had an extant (still in existence) shareholders agreement with the Munyaradzi Gonyora and other individual shareholders.
Adlecraft Holdings hold 49 percent of the shareholding in Adlecraft Investments whilst Gonyora owns 10 percent shareholding in the same company.
Shabtai in turn possessed 70 percent of Adlecraft Holdings which has 49% in Adlecraft Investments, a share structure which was presented to the Zimbabwe Investment Authority (ZIA) when the company applied for an investment licence.
They also argued that the structure remained unchanged and any contrary position would have been a misrepresentation to ZIA.
In his findings High Court Judge Justice Manzunzu said it cannot be correct for Sivan to claim sole shareholding, making strong remarks against the provision of false information to the court.
“The applicant cannot pretend to play a smart game and leave the matter in the hands of the respondents alone. The respondents label him a liar who must not be believed. The documents which the applicant now distances himself from were actually executed under his hand.
“Litigants must be warned and must know that you can only sail through these courts if you are truthful. If you want to lose the confidence of these courts, then adopt a chameleonic behavior.”
“It is the applicant (Sivan) who gave out information to the Zimbabwe Investment Centre of the shareholding of the company which he now says the respondents must prove its authenticity.
“One cannot approbate and reprobate, blowing hot and cold has no space in the courts.
” It was the duty of the applicant, as the author and/or co-author of the documents, to reveal the truth behind them. The applicant cannot say the documents were a forgery when his signature sits there. Forged by who, for what purpose?
“Applicant prepared his own cake and he must eat it,” the court said.
The court said Sivan’s claim that Shabtai and Gonyora are not shareholders means he lied to ZIA.
“When the applicant disputes that the first and second respondents are not shareholders, it means he lied to ZIA that they were. An investment license was issued on the strength of the information which applicant supplied which he now wants to dissociate with.
“There are a plethora of cases where the courts have condemned the evidence of a litigant who is economical with the truth,” the judge said.
In the final analysis the Court declared that Ofer Sivan was not a sole shareholder of Adlecraft Investments and he could not in the circumstances interdict Gilad Shabtai and Munyaradzi Gonyora from presenting themselves as holding equity in Adlecraft Investments.