What appeared to have been a long sustained episode of blatant criminality and arbitrariness in the business of Zambezi Portland Cement has finally come to an end. For a long time, an Italian family, the Ventriglias made several attempts at illegally depriving Finsbury Investments Limited of its 58 percent shareholding in the Ndola based Cement company.
Finsbury is a wholly Zambian owned investment company wherein prominent Zambian businessman Dr. Rajan Mahtani is the Executive Chairman. Following its incorporation in 2004, the Zambezi Portland Cement shareholding underwent a series of re-organization. Between December 2006 and February 2007, several changes were jointly made by the shareholders leading to Finsbury Investment acquiring a majority stake of 58% in the Company. These changes were key for Zambezi Portland Cement to obtain loans from the PTA Bank and other financial institutions to complete construction of the plant. The PTA released money to Zambezi Portland Cement because of Finsbury Investments Ltd and Ital Terazzo Ltd being shareholders in the company at 58% and 42% respectively.
In light of the new state of affairs, changes were made at PACRA to accordingly reflect the new shareholding structure, to the satisfaction of the PTA Bank. With this in sight and given that the Company was now turning out to be a fully fledged going concern, the Ventriglias had other ideas in mind. They turned around and disputed the legality of the instruments that were signed and used to effect changes on the PACRA system which were consistent with the Shareholders Agreement. In clear terms, the turn around was an attempt at depriving the owners of the majority stake in a mafia like style only characteristic of hardcore corporate crime.
The maneuvers alluded to above culminated into the proceedings before the High Court for Zambia under cause No. 2008/HPC/0366. Under these proceedings, Antonio and Manuela Ventriglia asked the court to declare them as the only shareholders of Zambezi Portland Cement, knowing fully well that this was never the agreement. In between, some great deal of political meddling occurred. The Ventriglias went far and wide to mobilize politicians against a legitimate shareholder. Many may recall that this process coincided with the advent of the Rupiah Banda presidency. Some of the lawyers representing the Ventriglias such as Sakwiba Sikota SC and Zacharia Muya took center stage of such machinations. The long and short of it is that on 18th May, 2018, the High Court entered judgment in favor of the Ventriglias. Following an appeal to the Court of Appeal judgment was delivered on 31st January, 2019 reversing the judgment of the High Court. The Court of Appeal confirmed Finsbury Investments Ltd as the majority shareholder, and found as a matter of fact that there was no fraud nor forgery that was committed during the transfer of shares, as alleged.
The Ventriglias were unhappy with this outcome and proceeded to launch another appeal in the Supreme Court which is the court of last resort. On 28th October 2020 the Supreme Court upheld the decision of the Court of Appeal which clearly recognizes that Finsbury Investments Ltd is a legitimate major shareholder of 58 percent of Zambezi Portland Cement shares.
Be that as it may, ZIN understands that the Ventriglias have continued mounting their illegality at the cement company. For instance, some hired thugs have been placed to prevent the appointed Interim CEO from taking charge of the business at the Ndola based cement company. There is an attempt at disregarding a clear judgment of the Highest court in the land. The Ventriglias are now using intimidatory force to deny the majority shareholder access to the cement plant and have vowed to contemptuously continue doing so in total disregard of the Supreme Court decision. Are these Italians above the law in Zambia, and who is giving them such courage to disrespect our courts? Is this politically motivated? As far as ZIN is concerned, nobody is above the law, and hence the law must take its course in punishing such criminal behavior and lawlessness with impunity.