Registrar of Companies removed from his position after he decline to register Vista Bank

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By Yankuba Jallow

Registrar of Companies Alieu Jallow has been removed from his position by his superiors at the State Law Office after he declined to execute what he called illegal instructions from the Central Bank of The Gambia and the Ministry of Justice.

By a letter dated 24th April 2023 and addressed to the Central Bank, of The Gambia, Jallow wrote ““I have no ‘legal responsibility’ to recognize [legalize] the role of the Central Bank in the validation of what in the eyes of the law does not exist.”

Jallow stressed that his Office will only rely on judgments of the ‘impartial referees’ (courts) in favour of Slok Nigeria Limited (the founders and owners of First International Bank).

The claim that your office has approved the name change from First International Bank to “Vista Bank” and inviting this Office [of the Registrar of Companies] to give effect to such a change by gazetting for the general public is contrary to the Companies Act 2013 and position of this Office and will never be obliged [meaning it will never be executed by him],” Jallow said.

He turned down the instructions by the Governor of the Central Bank and his superiors at the Ministry of Justice [the Minister of Justice and the Solicitor General] because the said request was not in line with the expressed provisions of the law on how a company’s name should be change.

The reason being such as perspective is not only irregular and ridiculous, but contravenes judgments and orders rendered by courts of competent jurisdiction in the legal dispute between Slok Nigeria and Lilium Grays and Lilium Holdings Limited over the ownership of the Bank,” Jallow told the Governor of the Central Bank. “I wish to inform your good office that the legal dispute between Slok Nigeria Limited and Lilium Grays and Lilium Holdings Limited over ownership of First International Bank Limited (FIBank) has reached its logical conclusion,” Jallow said.

Jallow emphasized that the Supreme Court is the highest and final abiter in The Gambia, adding matters decided by the apex court cannot be re-litigated. He said the only pending thing after a judgment by the Supreme Court is to apply for a review of its own decision.

Furthermore, I should like to remind your good office that as far as the office of the Registrar of Companies is concerned [because] there is nothing legally as “Vista Bank”. The entity name remains as First International Bank Limited and the owner remains Slok Nigeria Limited notwithstanding your alleged claims that First International Bank “is no longer in existence” Jallow said.

Jallow told the Governor of the Central Bank that the procedure for name change of a company is clear under the law.

This Office cannot be lured to treat any request in respect of the name change of First International Bank Limited,” Jallow said.

Jallow indicated that his Office is not aware of amended articles and memorandum of association of First International Bank to evidence the purported name change.

The amended articles and memorandum of association we have is one filed by Solie Chambers for “Vista Bank”and the said document places Slok Nigeria Limited as the majority shareholder with 95.78% while the person behind the said entity [Orji Kalu, Senator of Lagos State, Nigeria] was allocated 2.3% of the shares in the said undertaking,” Jallow said.

Jallow indicated that the High Court of The Gambia on 11 April 2017 delivered judgment in the matter and was upheld by the Gambia Court of Appeal and the Supreme Court of The Gambia.

He added: “If the Central Bank of The Gambia approves anything different that that has not been filed with this Office and would therefore be null and void with no legal effect.” The letter was titled Enforcement of Judgments in The Matter of Slok Nigeria Limited and Lilium Grays and Lilium Holdings Limited HC/569/16/CO/142/C2. Jallow referred theGovernor of the Central Bank to the judgments of the High Court, Court of Appeal and Supreme Court. He also invited the Governor of the Central Bank to do the needful to enable the judgment creditors (Slok Nigeria Limited) to enjoy the fruits of their judgment. He further provided the Governor with a letter from the Sheriff Division seeking to enforce the judgments.

Jallow has always maintained his position that he cannot legalize or authenticate the name change of the Bank from First International Bank to the unregistered entity “Vista Bank” without following the established procedure under the law.

First International Bank (FIBank) entered an agreement with two Lilium companies (Grays and Holding) based in Mauritius to take over the bank for $4,000,000. The agreement was entered and a payment plan was agreed. The two Liliums did not make payment for the bank when it was due and continued to occupy the bank. The owners of FIBank instituted a legal action against the two Liliums to get back their bank. This request was granted by the High Court since April 2017. The High Court terminated the agreement dated 26 November 2015 and ordered the two Liliums to make payment One Million Dalasis (D1,000,000.00) for breach of the Share Purchase Agreement they entered. The court passed an injunction against the two Liliums restraining them from parading themselves or continuing to parade themselves as owners of the Bank. The Court asked the two Liliums to pay cost of Fifty Thousand Dalasis (D50,000) to Slok Nigeria. This matter was litigated to the Court of Appeal and Supreme Court, but the judgment was not varied by the superior courts.

Lawyer Lamin Ceesay of Solie Chambers on 17 February 2021 filed an amended memorandum and article of association of Vista Bank (Gambia) Limited at the Registry of Companies sub-office in Kanifing. Lawyer Ceesay’s documents seeking to register “Vista Bank”as an entity gave FIB Group 95.78% of the shares of “Vista Bank”. The shareholding of the bank is as follows:

FIB Group – 95.78%, Dr Orji U. Kalu (owner of FIB Group) – 2.39%, Edrissa Mass Jobe – 0.31%, Momodou Musa (without a surname, but attributed as an accountant) – 0.31%, Joe O. Irukwu – 0.12, Moses Agoh – 0.25%, Kalu O. Kalu – 0.04%, Richard Harisson – 0.15%, Alhajie A.B. Dandeh-Njie – 0.20%, Alhajie Abdoulie Touray – 0.08%, M.G. Bala-Gaye – 0.05%, Ardy Sarge – 0.04%, Alfred Biell Jnr – 0.03%, Aji Oumie Barrow – 0.02%, Dr Uriel Able-Thomas – 0.03%, Mbye B. Saho – 0.02%, W.W.O.B. John 0.01%, Musa Sillah – 0.01% and Basadi Jabbie – 0.19.

Jallow was asked by his superiors at the Ministry of Justice and the Governor of the Central Bank to approve the name change of the Bank from First International Bank to “Vista Bank”. Moments after replying to the Governor of the Central Bank in a letter dated 24 April 2023 which was copied to the Attorney General and Minister of Justice, Minister of Finance and Economic Affairs, Chief of Staff at the Office of the President, Secretary General and Head of Civil Service, Acting Chairman of FI Group and Managing Director of First International Bank Limited indicating the position of his Office regarding the matter, the Ministry of Justice through the Solicitor General and Legal Secretary Hussein Thomasi issued a press release that Alieu Jallow has been redeployed as acting Secretary to the Law Reform Commission while replacing him with Principal State Counsel Marie T. Gomez as the new Registrar of Companies.

Sequel to his deployment to the Law Reform Commission as acting secretary, Special Adviser to Governor of the Central Bank of The Gambia, Momodou Barka Mboge, wrote to the new registrar of companies on the same day (24th April 2023) indicating that the Central Bank has granted approval for the name change from First International Bank to Vista Bank.

Mboge wrote, “We write to inform you that by letter dated January 26, 2021 the Central Bank of The Gambia granted approval for First International Bank (Gambia) Limited to change its name to Vista Bank (Gambia) Limited. You are hereby requested to kindly take the necessary disposition to give effect to the name change.”

The new registrar of companies allowed Vista to make payment of Five Hundred Dalasis for the name change.

The acting chairman of the FIB Group, Amadou Sonko, said he never gave instructions to anyone to change the name of First Bank to Vista Bank, adding that he did not also instruct Bennett (company secretary and legal adviser to FI Group) Edette and Binta Janneh (a Cashier at Vista Bank) to sign the board resolution for the transfer of his Bank to Vista Bank.

He said, “They have succeeded in corrupting most of the government officials because courts delivered judgment in our favour and they refused to enforce the verdict. We should enjoy the fruits of the judgment. We had an agreement with the Liliums for $4,000, 00 and they have never made any single dime payment. The contract was never discharged. The contract is with the Attorney General’s Chamber at the Registrar General’s Office. The courts cancelled the agreement and the Registrar General has cancelled it. The High Court cancelled everything and asked them (Liliums) to stop parading themselves as the owners. Our deposit is still at the Central Bank. We still cannot get back our bank. We got nothing from our Bank. Everything is lying at the Central Bank. The Central Bank never responded to our letters. Binta Janneh is never appointed by us. I never gave her authority to sign any documents on our behalf. The lawyers (Amie Bensouda and Lamin Ceesay) are not representing FIBank, but they are representing Lilium Holding and Lilium Grays and the so-called Vista. Our lawyers filed and won the case from High Court to the Supreme Court. The Ministry of Justice is taking side. They are siding with the so-called Vista Bank. They even removed the Registrar of Companies because their ultimate desire is to register Vista Bank. They want to fraudulently register Vista Bank and that is all they want. We should do the name change and not the buyer. You cannot be a buyer and change the name without authority from the owner. I wonder who gave them the power to change the name and to gazette it. The Central Bank is clear on their side. They have always sided with the Liliums. The Central Bank is part of the ploy to change the name of the Bank.

Alieu Jallow’s predecessor, Lamin Touray also claimed that he suffered the same fate after declining to register Vista Bank insisting that he will enforce the judgment of the courts. Touray said he was removed because of his insistence that Vista Bank does not own the bank as the bank belongs Slok Nigeria, FIBank.