The Sham Ghana Railway Divestiture? The Mystery Deepens!

The mystery and mystique surrounding United Rail (International) (UNI) Limited, the UK-based company that wants to take over and run the Ghana Railway Company Ltd (GRC), deepened this week with the revelation that virtually all the Company?s records and details were posted afresh at UK Company House on 8th April 2005.

That was barely two weeks after the news broke in the ?Ghana Palaver? and other Ghanaian media that the Company was about to be struck off the list of registered companies in the UK because it had no offices, it had no Directors, it had no Secretaries, and was virtually dormant.

Company Records Changed

Giving the new details of the Company in an interview with Radio Gold in Accra, Mr. Musa Dankwah, a Ghanaian Investment and Risk Analyst based in the UK revealed that Mr. Matthew Burrow, the leader of the team negotiating with the Ghana Government, had had himself appointed Director on that date to replace Waterlow Nominees Ltd and had also replaced Waterlow Secretaries Ltd as Secretaries as Secretary to the Company.

The two officers of the Company had resigned their positions in the Company three months after

All of this is very contrary to information previously put out in the public domain about UNI by Professor Christopher Ameyaw-Ekumfi in two Press Conferences, several Press Statements, and a hot radio exchange on Joy FM with NDC Director of Research Kwamena Ahwoi who also claimed to have been doing independent checks on the bona fides of UNI.

In that previous information, Professor Ameyaw-Ekumfi had announced the shareholding structure of UNI as Trackbed Ltd (UK) ? 50%, and Holdtrade UK Ltd ? 50%. He had also announced that Holdtrade UK Ltd was already involved in the rehabilitation of portions of the Western rail line in the country and had been involved in large international railway projects in Africa for over 20 years.

Matthew Burrows now says the 50% shareholder is not Trackbed (UK) Ltd but Trackbed Foundation, which he is not prepared to talk about, and having realised that the Ghanaian media had cottoned on to the fact that Trackbed (UK) Ltd was a non-existent Company, having been dissolved on 19th October 2004.

Matthew Burrows also now says that the Company that has been dealing with the GRC on the Western rail line is Holdtrade Mining Ltd, an affiliate Company of Holdtrade UK Ltd, and not the latter Company itself, which is only a commissioned agent for Clayton Equipment Ltd.

Contrary to what Professor Ameyaw-Ekumfi stated, it turns out that Holdtrade UK Ltd was incorporated in the UK in 1996, barely 10 years ago, and therefore could not have been involved in large international railway projects in Africa for over 20 years.

Reconstruction of Events

Our reconstruction of events would seem to establish the following scenario:

United Rail (Ghana) Ltd, purportedly represented by its 100% shareholder UNI of the UK, is negotiating a takeover bid for GRC with a Ghana Government negotiating team led by the Minister, Professor Christopher Ameyaw-Ekumfi, and comprising top legal gurus like Professor (Mrs.) Henrietta Mensah-Bonsu of the Faculty of Law, University of Ghana, Legon, Mr. Kofi Bucknor of the Law firm Kofi Bucknor & Associates, economist Robert Poku-Kyei, Special Assistant to the Minister of Finance and Economic Planning, and others.

The UNI Team is led by Mr. Matthew Burrows, who represents himself as a Director of UNI.

In the course of the negotiations, ?Ghana Palaver?, Radio Gold, Joy FM and other Ghanaian media break the news that UNI may be a sham Company, and support this claim with the following evidence:

(i) UNI has no Director and no Secretary, the two officers of the Company having resigned their offices within 3 months of the Company?s incorporation;

(ii) At the time UNI was incorporated, its Director and Secretary, Waterlow Nominees Ltd and Waterlow Secretaries Ltd, had unpaid called up shares of ?2;

(iii) Of the two shareholders of UNI, one, Trackbed (UK) Ltd was dissolved on 19th October 2004, and the other, Holdtrade UK Ltd, is a small Company that is exempted from statutory audit, meaning its turnover is not more than ?0.6 million, its balance sheet total does not exceed ?0.8, and it has a staff of not more than 50;

(iv) The Company has no registered offices known to UK Company House;

(v) The Company has remained dormant since its incorporation;

(vi) Mr. Matthew Burrows is actually only a 30% shareholder in Holdtrade (UK) Ltd, the 50% shareholder in UNI; the other 70% shareholding in Holdtrade (UK) Ltd being held by an Offshore Company, Intertechnology Investments Ltd of the British Virgin Islands.

It must have become obvious to the Ghanaian negotiators, all professional men and women of repute that something was gravely wrong and that Matthew Burrows in fact held no official position in UNI and could be a fraud. They therefore must have raised the issue of his identity and competence to talk for UNI, as well as the other issues raised by the media regarding the bona fides of UNI with the UK negotiators.

At this stage, Matthew Burrows and his gang must have called for time out, allegedly to consult their partners.

UK Rectification of Anomalies

But what Matthew Burrows did was actually to go back to the UK and try to rectify the identified anomalies by getting himself appointed as Director and Secretary of UNI, either setting up a fictitious or imagining a fictitious Company by name Trackbed Foundation to replace the original Trackbed (UK) Ltd which, it has been established, was dissolved on 19th October 2004, and secured new operating offices for UNI which happens to be the same office as Holdtrade (UK) Ltd and which is therefore different from its registered office in the UK Company House records.

?Daily Graphic? Diversion

In the ?Daily Graphic? of Tuesday, April 19, 2005, the embattled Minister of Railways, Ports and Harbours, Professor Christopher Ameyaw-Ekumfi, sought to create a diversion by getting the Acting Executive Secretary of the Divestiture Implementation Committee (DIC), Mr. J. K. A. Wiredu, to grant an interview to the paper?s Charles Benoni Okai in which he stated that UNI had met all the criteria set for the takeover of the GRC, including both the financial and technical conditions required for the operation of the railway sector.

A legal consultant who has been assisting ?Ghana Palaver? since the UNI story broke, however, dismissed the ?Daily Graphic? story as a red herring and a diversion.

According to him, ?the technical and financial conditions and other criteria become relevant only after the bona fides of the Company has been established. What the ?Ghana Palaver?, Radio Gold and the other media have been doing is to establish the bona fides of the Company. It is only after that that one will turn to look at the Company?s proposals to see whether they meet the criteria set by the DIC?.

The legal consultant continued: ?What the DIC has done is to put the cart before the horse. They have considered the financial and technical proposals before, probably upon the prompting of the media, they are seeking to establish the bona fides of the Company?.

Asked how the DIC could have made such a mistake, the legal consultant replied: ?I do not believe it is a mistake. Somebody in government is behind the deal, and they do not want to show their hand. They would have gotten away with it but for the media probing?.