... $1.9m deal wrongly presented as theft
The widely publicized story about stealing of $1.9 million by the Vice President of Ghana International Airlines (GIA), Mr. Sammy Crabbe, who spent several hours being interrogated by the Criminal Investigative Department (CID) of the Ghana Police cannot pass for theft after all as all the main parties at GIA and the shareholders knew about the transaction.
Lawyers for Crabbe, Messrs. Kwame Acheampong Boateng of Primus Law Company, told the Chronicle that they put in an appearance at the police headquarters to give a statement about the authorization for the transfer of $1.9 million. ?They wanted to find out who authorized the transfers of the $1.9million?.
They noted that their client had told them that one of the officers, who knew about the transfer and authorized it, is Mr. Albert Vitale. At the time Ralph Atkins was the CEO, and he knew about it too.
?There was nothing that was hidden in the transaction? they disclosed.
Independently, Chronicle has also sighted a resolution of the directors of GIA signed by Mr. G. A. M. Azu, then Chairman of the Board of Directors of GIA and dated as far back as July 27, 2005 adopting a ?novation, termination and release agreement.
It reads in part
Continuing to explain the circumstances surrounding the transfer of the money, Mr. Boateng said the money was not put into Sammy Crabbes? personal account, but that three companies came together to form a consortium called GIA-USA, including Sentry Financial Services, World Transport Group and Unger Oak. The money was transferred to Sentry Financial Services as at the time, they were pulling out of the deal.
?They had put in this money and when they were going out, they had to go with their money?.
The money was transferred to GIA-USA, and GIA-USA in turn, transferred it to Sentry Financial Services. They had brought in money and therefore if they were pulling out, they had to take their money along.
?Their concept is that if they are not managing their own money, then they would not allow their money to be managed by somebody else.?
Mr. Boateng however said that although Sentry had pulled out, the action had not decreased the stated capital because the money now belongs to the company.
In order to pay Sentry?s investments in GIA, GIA USA negotiated to make a loan available to GIA-USA, to pay Sentry and later pay back the money to GIA. He said the companies code allows a company to make available, a loan to a shareholder, but the only time a company cannot do that is where the shareholders want to use the money to purchase shares in the same company.
?So, GIA can grant a loan to any of its shareholders, provided that shareholder is not going to use it to buy more shares in GIA?.
The interesting thing is that GIA-USA has sourced money to pay back the loan.
?The money, $1.9 million, has been paid back to the knowledge of all the stakeholders of GIA,? stressed the lawyer.
He said it was paid through cash and offsets (monies due GIA-USA from the management contract).
?As far as GIA-USA is concerned, the amount has been fully paid,? he disclosed.
Mr. J Opoku Agyei, also a legal counsel of Sammy Crabbe, said that at the time of the transfer, his client was not with the company: He was not a member of the board, an officer or signatory to the company?s accounts.
?There were people in authority when the money was transferred. They were surprised that the Police had not questioned one of the people who was in charge when the transaction was authorized; Albert Vitale, who has been appointed as the special consultant to the interim board.?
He emphasized that as to who signed the cheque, the former CEO, Ralf Atkins and the Vice President, Albert Vitale, should be the persons to answer that question.
Mr. Agyei said Mr. Albert Vitale was said to be the one with the statement, had access to it and knew the money had been transferred.
?The whole deal was not done undercover,? he disclosed, adding that the management of the airline at that time, was given the free hand to operate and that all the paper work had also been done. Board and shareholders? resolutions were all perfected and copies to that effect are all in the company.
As far as Mr. Crabbe is concerned, there is more to what is going on now than what has gone wrong with the GIA, and at the appropriate time, he would come out to let the world know what is really happening.
He denied a Daily Guide report that he had been arrested and granted bail, explaining, ?I was invited to write my statement.?
The counsels for Sammy Crabbe suspected that Daily Guide might have been informed that Mr. Crabbe would be arrested when he comes to the CID headquarters and went ahead to publish the story even before he went to the headquarters.
?The Daily Guide story came out Friday morning and at that time he had not even been cautioned and my suspicion is that they were informed before hand that if the man comes there, he would be arrested and granted bail and instead of waiting for the thing to happen, they put it out before it happened, which means it was a planned thing. I don?t think it was a guess work on their part.?
Indeed Mrs. Gina Daavi Ama Blay, now a board member of Ghana Telecom, was among the selected editors who were briefed at the Chinese restaurant by Kojo Mpiani and Wereko Brobby. Significantly, another member of the coffee shop mafia Alhaji Haruna Attah, was absent ostensibly because he had presently the siege at GIA offices in unpleasant terms, which displeased the Kojo Mpiani, the Chief of Staff.
The Police CID is investigating two charges against Mr. Crabbe- stealing $1.9 million and causing financial loss to the state- because government has a stake in the airline.
The consortium, GIA-USA, is owned by Sentry Financial Services in the USA, World Transport Group owned by Ralph Atkins and Albert Vitale and Unger Oaks owned by Sammy Crabbe.
Sammy Crabbe is to report at the CID Headquarters again tomorrow.
The Resolution over the $1.9 ?stolen money? is reproduced below for readers information and knowledge.
RESOLUTION OF THE DIRECTORS OF GHANA INTERNATIONAL AIRLINES LIMITED I accordance with section 200(a) of the Companies Code, 1963 (the ?code?). GHANA INTERNATIONAL AIRLINES LIMITED, a Ghana company limited by shares (the ?Company?). Hereby enacts the following Resolutions of the Board of Directors (each a ?Director? and collectively, the ?Director?) as part of a duly notified, property convened and validly held meeting of the Directors held on July 27, 2005. The following Resolutions were adopted and enacted at the meeting by the board of directors.
1. Novation, Termination and Release Agreement:
WHEREAS, the ownership and control of GIA_USA, LLC (?GIA-USA?), one of the two shareholders of the company, is changing and, in connection with those changes, certain agreements of the Company need to be modified and the payment of GIA_USA of US$ million (which amount will be substituted by GIA-USA) must be approved; and the parties have negotiated the terms of the Novation, Termination and Release Agreement (?Novation Agreement?), substantially in the form of Exhibit A attached hereto, that will effectuate the changes needed, and authorize the necessary payment, it is hereby.
RESOLVED that the Board of Directors approves, and consents to, (1) The changes in the ownership and control of GIA-USA, and (2) subject to the approval of the Company?s shareholders, the execution and delivery by the Company?s offices of the Novation Agreement.
2. Bank Accounts WHEREAS, the Company currently operates bank accounts at Standard Chartered Bank, and desires to authorize Samuel K.A.B. Crabbe as a signatory to the existing bank accounts of the Company.
FURTHERMORE, the company wishes to open a new bank account or accounts in order to enable management to spend amounts as authorized by the Board of Directors via the approved budget...
Dated July 27, 2005 G.A.M Azu, chairman
G.A.M Azu, chairman
