A German man wants the Mombasa High Court to restore to him shares in his hotel, which he alleges were illegally transferred by his two children when he was in prison. Wilfred Guenther Herbert Osser, 74, has sued his son, Ronny Patric Herbert Osser, and daughter, Jeanine Notalie Boehlig, for stealing and illegally transferring 78 per cent shares of Hanos K Ltd – a company that owns and runs the Papillion Hotel. Mr Osser accuses his children of making and presenting forged papers to the Registrar of Companies while he was serving a 10-year sentence in Italy. He wants Justice Patrick Otieno to declare that the process of changing the directorship and shareholding structure of Hanok K Ltd was unlawful and illegal. “I pray the honourable court to issue an order compelling the Registrar of Companies to rectify the register and revert the shareholding and directorship as it was before 2005 when the register was altered unlawfully,” said Osser in a petition filed in court on Friday. Osser’s lawyer, Robinson Malombo, said the hotel, which is situated along the Mombasa Malindi highway, is worth Sh2 billion. Shareholding structure
The German alleges that in 2005, his children and one Gunfeid Gerlinde purported to alter the shareholding structure of Hanos K Ltd through unlawful means. “The changes in the register were effected through illegal means. In particular, my children purported to transfer shares in the company without any valid resolution by the company or consent from the directors or valid share transfer documents,” Osser said. He continued: “To the best of my knowledge, the company did not authorise any transfer of shares. I did not sign any documents transferring any shares to my children or my late wife and have never even seen such documents.” Mr Malombo said the two siblings are currently out of the country and the Directorate of Criminal Investigations is seeking Interpol’s assistance to have them extradited to face fraud charges. “Also expected to be charged is a senior counsel and an accountant who were involved in the fraudulent transfer,” said the lawyer. Osser accuses his children of “seeking to benefit from an obvious criminal act”. “They are unjustly enriching themselves at my expense yet I am an old man and this was my only investment of over 30 years,” he said. Osser says he was invested in the company as the major shareholder. “Before the forgery, I was a lawful shareholder and director in the company owning 78 per cent of shares. I was the one who incorporated the company in September 12, 1986.” Osser says the original company shareholding comprised of himself, Festus Oganda and Hashuse with the ratio of 150: 1: 149 respectively. He further says that in 1989, he gave 75 shares to his divorced wife (who is now deceased) after Hashuse died. Osser says his signature in any of the documents presented to the Registrar of Companies was forged or otherwise obtained through unlawful means. “It would not have been possible for me to sign any of the disputed documents as a director or as a shareholder of the company in 2005 as alleged because I left for Germany on March 1998 and returned in December 2009.” The case is set for hearing on December 2.
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