Beige Bank case: I'm not aware of Beige Group, First Africa Group agreement – Investigator to Court

It has emerged at the Financial and Economic Division of the High Court in Accra that, the Investigator in the case in which the founder of defunct Beige Bank is standing trial is not aware of details of a Share Purchase agreement between the Beige Group and First Africa Group (FAG) for Beige Group to take control of First Africa Savings and Loans (FASL)

FAG is the mother body of FASL that had an agreement with Beige Group for the acquisition of FASL by BEIGE Group. However, despite having been assigned the responsibility of investigating the matter, Assistant Superintendent of Police (ASP) Joseph Abednego Atsah, the investigator said he was not aware of the details clearly stated in the share purchase agreement.

ASP Abednego Atsah, the Fifth Prosecution Witness in the ongoing trial had his Witness Statement given on December 8, 2022 adopted by the Court as his evidence-in-chief including various exhibits on July 7.

His evidence to the Court presided over by Justice Afia Serwah Asare-Botwe, a Justice of the Court of Appeal sitting as an additional High Court judge is to corroborate the Prosecution’s charges that have been leveled against Mr. Michael Nyineku.

Mr. Michael Nyinaku, the founder and Chief Executive Officer of the defunct bank, has been accused of allegedly siphoning customers funds and has been charged for stealing GH¢2.1 billion of depositors’ money from the bank.

He has pleaded not guilty to 43 charges including stealing, fraudulent breach of trust and money laundering and has been granted bail.

Beige Group & FASL Purchase agreement

By a Share Purchase agreement between The BEIGE Group and FAG, the two entities agreed for Beige Group to the takeover full control and management of FASL within 90 days of the effective date of the share purchase agreement.

The agreement had in it, three stages for which the takeover was to be completed – the Commencement date, the transitional period and the Cut-off date. All of these milestone dates were scheduled to occur within a period of 90 days after which Beige Group was to take full control and responsibility of FASL.

As part of representations made by FAG to BEIGE, FAG which was then jointly represented by Kwesi Tetteh Dadzie and Gifty Affenyi Dadzie assured BEIGE that they had obtained all the relevant approvals from the BoG in respect of the share sale transaction. However, this turned out not to be true.

Under Cross-Examination from Defence Lawyers led by Lawyer Thaddeus Sory, ASP Abednego Atsah, Stationed at the Criminal Investigation Department of the Ghana Police Service and who had worked with the police for 21 years, said he was not aware of full details of the agreement despite investigating the matter.

Cross-Examination

ASP Abednego Atsah, who had worked with the Police for the past 21 years, had made reference to the share purchase agreement in paragraph 9 of his witness.

But did not attach a copy of the said agreement as stated to his statement to the Court.

Shown a copy of the share purchase agreement by Lawyer ThaddeusSory, (Marked as Exhibit 20) between two entities one known as First African Group (FAG) and the Beige Group who are seller and buyer respectively, he confirmed to the court that the Share Purchase Agreement.

Asked by Mr. Sory, that from the parties to the agreement per exhibit 20, it is clear that contrary to what he had said in paragraph 9 of his witness statement, the purchaser of those shares is the Beige Group and not the Beige Bank.

“That is correct. I suppose there was a typographical error in the statement, it should have read ‘Beige Group’, ASP Atsah, the Investigator answered.

When it was put to him by Mr Sory that, “contrary to what you say in paragraph 11 of your witness statement, the signatories to the FASL account were representatives of the two parties stated in Exhibit 20 who are the First Africa Group (FAG) and the Beige Group and not the Beige Bank,”

The Witness in his response agreed, before explaining that, “I can recall that Counsel said that the Beige Bank is part of the Beige Group.”

Mr Sory again put to him that, the Beige Bank and the Beige Group are different, the Witness also agreed with Counsel, saying , “that is correct.”

Asked by Mr Sory if he had made any findings on Exhibit 20 as part of his investigation on the management of FASL, the Witness instead offered explanation.

“My lady because of the share purchase agreement, Beige Group had sent its representatives to work with FASL so the representatives had the opportunity to work with FASL as a result of the share purchase agreement,” the Investigator noted.

I’m not aware of Agreement details

Counsel for the accused had put to the Investigator that, “by that Share Purchase Agreement, there were three crucial dates in the Share Purchase Agreement, there was the commencement date, the transitional period and a cut-off date.”

But, the Witness in his response said, “My lady I do not know how counsel segregated it but all I know is that, there was a share purchase agreement between FAG and the Beige Group.”

Below are excerpts of the cross-examination conducted by Lawyer Thaddeus Sory

CROSS EXAMINATION OF PW5 BY MR. SORY

Q: Do you have any training in accounting?

A: No my lady. I have never done accounting.

Q: And apart from this case in which you were involved in the investigations, have you investigated any other matter that raised accounting related issues?

A: I have. In fact, I did financial analysis and reporting at the MSC Level.

Q: Can you tell the court what investigations you have conducted that raised accounting-related matters apart from this one?

A: I investigated a case involving a construction company’s account. I cannot recollect the name off head. It was constructing road awarded by the Ministry of Roads and Highways at the Effiduase Area in the Ashanti Region. The then Managing Director, one Kwasi Asare had embezzled several funds from the company’s account. The company’s accounts were at Ecobank Headquarters, Accra.

Q: Do you have any banking experience?

A: No my lady.

Q: But have you conducted any banking-related investigations apart from this particular one in which you were involved?

A: The only time I conducted banking-related investigations was when I went to Ecobank in respect of the case involving Akwasi Asare.

Q: Do you have any auditing background or experience

A: No I have never studied auditing before.

Q: And have you conducted any auditing related investigations apart from this case which you are involved?

A: Yes, I have conducted investigations in which we had to call for auditors reports when those cases were reported.

Q: As in “those cases”, do you mean this case or some other case?

A: In other cases.

Q: From your witness statement, your investigations covered a number of areas such as the supposed suspicious accounts opened in the name of First African Savings and Loans (FASL), the transfer of customer deposits from the Beige Bank to Beige Capital Assets and Management (BCAM), the transfer of funds from BCAM to the supposed suspicious FASL account, related third party transactions and other individual transactions involving the bank, is that correct?

A: That is correct.

Q: For purposes of your investigations, you not only interviewed and interacted with all individuals involved in the transactions as well as officials of the affected institutions but also collected documents from them, is that correct?

A: That is correct.

Q: And so in the course of your investigations, where a person made a statement which could be supported by a document, you called for it in order to authenticate or prove what the person is saying in their statement, is that correct?

A: That is correct.

Q: When you concluded your investigation, you wrote a report indicating your findings, is that correct?

A: That is correct.

Q: That report has not been attached to your witness statement, is that correct?

A: That is correct my lady. The cases were in segments. As and when the Receiver brings a particular aspect of the case, when I finish with that, report was written with findings. That is how it ran through all the cases until they were finally consolidated.

Q: Can you make the reports available to us before the next adjourned date?

A: Yes my lady.

BY COURT

The prosecution is directed to file further disclosures in respect of reports authored by PW5 in connection with Beige Bank/Beige Group investigations by Tuesday 11th July, 2023.

Q: In paragraph 9 of your witness statement, you make reference to a share purchase agreement which is not attached to your witness statement, is that correct?

A: That is correct?

Q: Take a look at Exhibit 20, that is a share purchase agreement between two entities one known as First African Group (FAG) and the Beige Group who are seller and buyer respectively, is that correct?

A: That is correct.

Q: Is that the Share Purchase Agreement you are referring to or there is another one?

A: This is the Share Purchase Agreement.

Q: From the parties to the agreement you are looking at which is Exhibit 20, it is clear that contrary to what you say in paragraph 9 of your witness statement, the purchaser of those shares is the Beige Group and not the Beige Bank?

A: That is correct. I suppose there was a typographical error in the statement, it should have read “Beige Group”.

Q: I am putting it to you that contrary to what you say in paragraph 11 of your witness statement, the signatories to the FASL account were representatives of the two parties stated in Exhibit 20 who are the First Africa Group (FAG) and the Beige Group and not the Beige Bank.

A: That is correct. I can recall that Counsel said that the Beige Bank is part of the Beige Group.

Q: I am putting it to you that the Beige Bank and the Beige Group are different.

A: That is correct.

Q: As part of your investigations into Exhibit 20 that you are holding, did you make any findings regarding the effect of Exhibit 20 on the management of FASL?

A: My lady because of the share purchase agreement, Beige Group had sent its representatives to work with FASL so the representatives had the opportunity to work with FASL as a result of the share purchase agreement.

Q: I am putting it to you that by that Share Purchase Agreement, there were three crucial dates in the Share Purchase Agreement, there was the commencement date, the transitional period and a cut-off date.

A: My lady I do not know how counsel segregated it but all I know is that, there was a share purchase agreement between FAG and the Beige Group.

Q: I am further putting it to you that from the transitional period which started from the commencement date up to the cut-off date, officials of the Beige Group (TBG) were to commence taking over full responsibility of FASL.

A: What I know is that the share purchase was 90% which part was paid for and for that matter, it could not have been full responsibility of FASL if it was 90% share agreement.

Q: I am further putting it to you that the transitional period as per Exhibit 20 was not to last beyond 90 days from the date of commencement.

A: That I am not aware of.

Q: I am also putting it to you that after the transitional period of 90 days from the date of commencement, there was then a cut-off date at which time officials of TBG now took over full control of FASL and that is what Exhibit 20.

A: That I am not aware of.

Q: I am finally putting it to you that at least by December 2017, the transitional period was over and officials of the BEIGE Group in accordance with the provisions of Exhibit 20 took over full control of FASL all of its operations and management.

A: I knew they were waiting for Bank of Ghana’s approval but I do not know if they had taken full control as at December 2017.

Q: You referred to the suspicious FASL account, can you tell the court when it was opened?

A: If I could refer to my statement.

By Court: The witness is granted permission to refresh his memory on his statement.

Q: You referred to the suspicious FASL account, can you tell the court when it was opened?

A: The specific date is not mentioned but the account number is captured here but the specific date is not here.

Q: So in other words, you do not know the date when that suspicious account was opened?

A: If I refer back to Susana Philip’s statement, she is the official who opened the account so I can get the actual date.

By Court:

The witness is granted permission to refresh his memory on the statement of Susana Philips.

Q: What is the date?

A: Susana indicated that she had instruction from Vanessa Akorfa Atsu on 14th March, 2018 to open the account.

Q: The Susana Philips’ statement you are looking at, it is dated 12th September, 2018, is that correct?

A: That is correct.

Q: And it was made to the Commercial Crime Unit of the CID, is that correct?

A: Yes my lady

Mr. Sory: My lady we wish to tender the document through the witness.

By Court: Any objection.

Mrs. Keelson: My lady we have no objection

BY COURT

The document is admitted without objection as Exhibit 26.

Q: If you look at the second page of that statement starting from about the 10th or 11th line, Susana told the Commercial Crime Unit (CCU) of the CID that the account was opened after all proper procedures of the bank were followed, is that correct?

A: My lady if I may read that portion. Witness reads the 10th and 11th lines to the hearing of the court.

Q: Take a look at the third line, it says that, that account was directly linked to the FASL operational account, is that correct?

A: That is correct my lady.

Q: She also made another statement to the Special Investigations Team (SIT) dated 18th January, 2019, do you have a copy of it?

A: Yes my lady, I do have a copy.

Mr. Sory: My lady we pray to tender that statement through the witness

By Court: Any objection.

Mrs. Keelson: My lady we have no objection.

BY COURT

The document is admitted without objection as Exhibit 27.

Q: If you look at the second page of that statement, from about the 7th line onwards, Susana explains to the Special Investigations Team (SIT) where you work that the purpose of that account which you call suspicious was to receive placements from BCAM, is that correct?

A: It was a reported speech from Yvonne Philips. If my lady will permit me to read.

By Court: The witness reads from the 7th line to the hearing of the court.

Q: It is clear what the purpose of the account you call suspicious was opened for, it was for BCAM placements, I am putting that to you.

A: Per the assertion of Susana Philips who opened the account, that is correct.

Q: Take a look at your statement again, there is one written by Yvonne Philips dated 7th September, 2018 written to the Commercial Crime Unit (CCU) of the CID, do you have it?

A: Yes my lady.

Mr. Sory: My lady we pray to tender that statement through the witness

By Court: Any objection.

Mrs. Keelson: My lady we have no objection.

BY COURT

The document is admitted without objection as Exhibit 28.

Q: If you read from line 17 to about line 25 on the second page, Yvonne Philips explains how this second account was opened.

A: Witness reads line 17 to line 25 of Exhibit 28 to the hearing of the court.

Q: I am putting it to you that the procedure was duly followed.

A: This is the account of Yvonne Philips to the police.

Q: From line 28 of that same statement, Yvonne Philips again tells the police that she became aware that BCAM made placements into that account.

A: Witness reads line 28 of Exhibit 28 to the hearing of the court.

Q: It is correct that BCAM placed funds with FASL into that second account which you call suspicious.

A: Per the statement of Yvonne Philips, that is so.

Q: I am putting it to you that from Exhibits 26 to 28, it is clear that when you say in paragraph 12 of your witness statement that the second account without the knowledge and consent of FASL management is not correct.

A: These accounts as read out are accounts from personnel who worked with Beige and they gave these accounts to the police both at the CCU and SIT

Q: So these personnel were also personnel from FASL and that is clear from paragraph 11 of your witness statement.

A: I did state that Vanessa Akorfa Atsu was at FASL representing the interest of Beige Group.