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Details are emerging on the alleged falsification of documents at the Registration General’s Department by a client of Lawyer Philip Addison, lead counsel for the New Patriotic Party (NPP) in the 2012 election petition case, leading to his appointment as secretary of a company called, Merlin Gaming Ghana Limited, operators of an SMS lottery, under some bizarre circumstances.
In possession of The Herald, are several documents from the Registrar General’s Department, painting a sorry state of affairs in that vital state institution, which is supposed to protect companies’ records, as well as the interest of their owners.
The issue is currently a huge matter being investigated by the Police Criminal Investigation Department (CID) and the Registration General’s Department. There are also legal tussles in both the High Court and the Court of Appeal.
Indeed, on Monday, an application to have Lawyer Charles William Zwennes, jailed for Contempt of Court by an Accra High Court over this matter, could not be heard, because Justice Gifty Adjei Addo, said to be the younger sister of Samuel Atta Akyea; Minister for Works and Housing, was reportedly indisposed, just when the session was to begin.
Also in the custody of this paper, are court records, documents from two law firms, as well as complaints to the General Legal Council, demanding disciplinary actions against two legal practitioners; Philip Addison and one Dennis Adjei Dwomoh, for falsely holding themselves as Company Secretary and Company Lawyer of Merlin Gaming Ghana Limited, respectively.
However, among all the documents, those from the Registrar Generals Department, showed how persons with ulterior motives, could walk in and obliterate documents in that Department, change ownership of companies and addresses, fake signatures, alter owners’ dates of birth and appoints officers without board resolutions. These doctored documents are then used to gain access to funds lodged in banks belonging to the companies.
The Herald’s information is that, the Police CID, is closing in on Francis Tachie Menson, not only on the forgery of documents of Merlin Ghana at the Registrar General’s Department, but appointment of his lawyer, Philip Addison, as Company Secretary and Denis Adjei Dwomoh, as Company Lawyer, although there had not been board meetings and resolutions to that effect.
Messrs. Eric Gbeho and Peter Nkegbe, who have been identified as the real owners of Merlin Gaming with 50percent each, have denied the involvement of Mr Tachie Menson in their company, as well as board resolutions appointing Philip Addison and Denis Adjei Dwomoh, as Company Secretary and Company Lawyer, respectively.
But interestingly, Lawyer Addison in his capacity as Company Secretary, wrote to Stanbic Bank Ghana Limited ,warning the bank against allowing the signatories to Merlin Gaming Company account which, includes Lawyer Charles Zwennes.
However, one of the documents in the possession of The Herald is dated December 19, 2019 and addressed to The Registrar-General, Mrs. Jemima Oware, titled “Complaint of forgery & falsification of documents of Merlin Gaming Ghana Limited on your register with intent to commit fraud by Francis Edward Tachie Menson – Request for an investigation to ensue by the registrar. Section 177(1) (E) of Act 992”.
The letter written on behalf of one of the shareholders; Eric Gbeho, in his capacity as Board Chairman and Company Secretary of Merlin Ghana, said “this complaint is made against Francis Edward Tachie Menson and its terms are that over the course of a yet unspecified period, he has committed various acts of forgery and falsification of documents filed in your department with the intent of defrauding the company and its members”.
The letter signed by Charles William Zwennes in his capacity as Solicitor for Merlin Gaming Ghana Limited, as well as Eric Gbeho, referred to Francis Tachie Menson, as a culprit, saying he had “embarked on this criminal enterprise by firstly inserting his name onto the Regulations and subscription page of the company as a director and subscriber of 8,000 shares, hoping thereby to hold himself out as a majority shareholder with the hope of enjoying in the pecuniary fortunes of the company”.
It further disclosed that Merlin Gaming “is currently engaged in negotiations of a settlement of a contract claim made by it against the National Lottery Authority, and expects to receive a settlement sum of GHC15, 000, 000, 00 in lieu of a damages claim for breach of contract. Through this means of perpetrated fraud, Mr. Francis Tachie Menson hopes to claim a major stake of this amount”.
The letter, pointed to Mrs. Oware that her “investigations will show that Mr Francis Tachie Menson, has tampered, doctored and falsified the following: 1. The Regulation of Merlin Gaming Ghana Limited. 2. The Forms 3 & 4 of Merlin Gaming Ghana Limited. 3. Form 17 Falsely appointing one John Dawonne without due process of board approval”.
It went further to state that “investigations will also show that the said culprit has also taken advantage of the company re-registration exercise embarked upon by your Registrar sometime last year, and submitted re-registration application forms with false information and personal details of the true members and directors of the company”.
Referring to the registration forms, it added that “on these formsas well, the culprit has forged the signature of our client, Mr. Gbeho as Company Secretary several times on Annual Returns for 2016 and 2017, application forms and the like. The falsity of these forms are residential addresses, dates of birth et cetera of the true owners and directors of the company are even wrong and fictitious in many instances. Strangely however, these same documents purport to bear the signature of our client.
The letter informed the informed Registrar General that “through the internal processes of data entry in your Department, this false data has been entered onto your Companies Register, thereby falsely distorting the entire ownership and corporate governance structure of Merlin Gaming Limited to you and unsuspecting persons”.
It pointed out to her “you will also see through your investigation that the said culprit has gone to the trouble of procuring “certified True Copy “stamps imprinted onto some of these doctored documents to create the false impression of authenticity, which is not so”
Mr Zwennes’ letter concluded by asking that “for the sake also of upholding the good name and stringent endeavours that you have made to preserving the integrity and accuracy of your record-keeping department, my client and our firm hereby undertake to offer you every corporation and assistance in the your investigations”.
Upon receipt of Mr Gbeho’s letter, the Registration General’s Department, replied by saying “we wish to bring to your attention that we have dully commenced investigation into complaints made against Francis Edward Tachie Menso in relations to Merlin Gaming Ghana Limited (the company).
The Registration-General’s letter dated January 6, 2020 stated “we wish to assure you of our timely investigation into the matter. As part of our investigation, we have taken steps to ensure that no processes or documents are filed in relation to the company within the period of investigation”, adding “in due time, we will forward our findings”.
The Registration-General’s reply to the law firm of Gaisie Zwennes Hughes & Co, was signed by Catherine Gbikpi Benissan for the Registrar of Companies.
But before Mr Gbeho’s December 19, 2019 letter and the Registration-General’s reply dated January 6, 2020,The Herald cited another document dated November 13, 2018 and addressed to the Manager of Stanbic Bank Airport City Branch, Silver Star Towers in Accra, and it was signed by Lawyer Philip Addison of Addison Bright Sloane, law firm.
The strongly worded letter said “we act for Merlin Gaming Ghana Limited (formerly called Amaya Games Ghana Limited) and its majority shareholders, Mr Francis Tachie-Menson. Our instructions are that Merlin has three accounts at your branch, namely; 1. Account No. 0140060518401, 2. Account No. 0140060518401, 3. Account No. 0140060518401”.
The letter said, “It has come to the notice of the company and Mr Francis Tachie-Menson that one Charles Zwennes, purporting to be an officer of the company, has hitherto be operating the accounts single-handedly without the Knowledge and consent of the majority shareholder”.
“Our instruction are that the said Charles Zwennes is not an officer of the company nor is he a shareholder and he does not have the mandate of the company to operate the said bank accounts. Our clients are aware that Mr Zwennes has managed to singlehandedly operate these accounts if any further withdrawals are made after this notice”.
“We attach hereto the relevant records from the Registrar-General’s Department, clearly showing that our client is an 80 % shareholder of Merlin Gaming Ghana Limited. Mr Charles Zwennes’ name does not appear anywhere in these documents”.
“Consequently, we are instructed to demand, which we hereby do, that you should forthwith desist from honouring any cheque or other instrument signed by Mr Zwennes on the mentioned accounts pending the outcome of an Extraordinary General Meeting fixed for 12th December, 2018”.
“Furthermore, we are instrumented to demand, which we hereby do, that you furnish our clients forthwith with detailed statement for each of the accounts covering the period when the accounts were operated”, adding “we trust that you will quickly take steps to comply with our demands which are simply aimed at protecting the company’s funds and to avoid unnecessary legal tussles”.
The Herald is told of several movements to and from the CID headquarters over this matter with Mr Francis Tachie-Menson giving a police statement in which he denied he obliterated Merlin Gaming’s document at the Registrar General’s Department.
However, The Herald’s source close to him, have revealed that he has constantly boasted about his ownership of Merlin Gaming and how Philip Addison is determined to help him gain access to his majority shares, because Messrs. Eric Gbeho and Peter Nkegbe, had taken it from him.
The Herald’s insider information is that there is an attempt to have access to a US$2 million cash belonging to the Merlin Gaming with Stanbic Bank Ghana Limited, through the use of the forged documents, and this is being investigated by the CID’s Documentation and Visa Fraud Unit.
The Herald is also informed about some judgment debts that the NLA is working on settling with the Merlin Ghana Limited. Lawyer Zwennes is said to have fought the case against the NLA and its former boss, Brigadier General Martin Ahiaglo, in court and won.
Meanwhile, The Herald’s contacts at the Registrar General’s Department, have revealed to the paper that one Tamakloe, a former staff of the department, aided Francis Techie Menson in the alleged forgery of the documents belonging to Merlin Gaming Ghana Limited, leading to the change of ownership and shareholding structure of the company.
This was done in 2018, during the re-registration of companies at the Registrar General’s Department, and he had it put into the computerized system of the department.
Mr Tamakloe, is said to be in Canada presently. He is believed to have left Ghana, shortly after his conduct.
The alleged forged document cited and perused by The Herald, showed a different font size and different ink.
While the names of Peter Nkegbe and Eric Gbeho, looked untouched, the portion capturing Francis Tachie Menson’s name and designation on the paper looked different. It appeared deeper in ink compared to the other names, addresses and designations showing some doctoring had taken place.
The Police CID, is said to be gearing up to storm the Registrar General’s Department to confirm from its records when Lawyer Philip Addison, who just picked nomination forms to contest the Akropong parliamentary primaries of the NPP, became a secretary of Merlin Gaming Ghana Limited set up in 2011.
This is because the original documents of the company, had had Eric Gbeho as both director and company secretary. It had no Francis Tachie Menson, as neither shareholder nor a secretary. The company operated MTN Dream Number. The lottery is on hold.
Director-General, Legal and Prosecution, COP Prosper Agblor, is mentioned as the officer in charge of the case. He is working with two police officers namely; Chief Superintendent Ntow and Chief Superintendent Boahene.
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