Shakantu wins Victor Gamedze’s Stage 1 Connections shares battle

Businessman Michello Shakantu has emerged victorious in a legal dispute over company shares following a judgment delivered by Judge John Magagula at the High Court yesterday.

The court ordered the immediate restoration of Cherrybite (Pty) Ltd as the lawful holder of 1 000 ordinary shares in Stage 1 Connections (Pty) Ltd and directed that the name of Derrick Ndo Jele be removed from the company’s register of shareholders and directors.

This development stems from a dispute over ownership and control of Stage 1 Connections, a company that held shares in Eswatini Mobile. The late Victor Gamedze, who passed away on January 14, 2018, had been the sole shareholder in Stage 1 Connections through his estate.

In the case, Cherrybite (Pty) Ltd was cited as the first applicant, Michello Shakantu as the second applicant and Stage 1 Connections as the third applicant. The respondents were Derrick Ndo Jele (first respondent), who is the executor of the late Gamedze’s estate, the Registrar of Companies (second respondent) and the Master of the High Court (third respondent).

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According to the judgment, on May 28, 2021, a partly written and partly oral agreement, referred to as the Transfer of Shares Agreement (TSA), was concluded between Jele and Cherrybite, represented by Shakantu. Under the agreement, the 1 000 shares held by the estate were transferred to Cherrybite, with the applicants stating that ownership and risk passed to Cherrybite from that date.
The oral component of the agreement allegedly involved Cherrybite taking over debts and suretyship obligations the deceased had with EswatiniBank, amounting to E124 979 442. The applicants, however, denied agreeing to assume the debt.

The judge said this issue, however, was not the focus of the court’s determination. According to the judgment, subsequently, transfer documents were submitted to the registrar of companies, and Shakantu became the sole director of Stage 1 Connections. On August 28, 2019, annual returns were filed, listing Cherrybite as the sole shareholder.
The court documents reveal that the dispute arose on January 20, when Jele appointed himself as a director and shareholder of Stage 1 Connections. It was stated that he submitted a director’s resolution purporting to rescind the share transfer agreement and remove Shakantu as director.

He simultaneously submitted documentation to the registrar of companies indicating that the shares had reverted to the estate, with himself as shareholder and director.
These changes, according to court records, were discovered during a company records search conducted on March 12. The applicants responded by launching legal proceedings on March 20, seeking a spoliation order to restore their names to the company register and regain control over the company’s operations.

In his defence, Jele raised three main points: lack of urgency, inapplicability of the spoliation remedy due to the contractual nature of the rights involved and the claim that the changes to the company register were effected by the registrar through an administrative process.
On the issue of urgency, Judge Magagula found that the applicants acted promptly upon discovering the changes and were justified in bringing the matter before the court on an urgent basis. The court noted that although Jele had expressed an intention to cancel the agreement as early as October 2024, the actual changes were only discovered in March 2025, and the application was launched shortly thereafter.

The court also found that a share was an incorporeal movable capable of possession, and that its removal from the company register without due process constitutes spoliation. On the third point, Judge Magagula rejected the argument that the registrar had taken an administrative decision to alter the company records. He found that the registrar had merely acted on information provided by Jele and did not exercise any discretion or decision-making authority. Therefore, the act of altering the company register constituted spoliation by Jele.

The court held that Cherrybite and Shakantu had been unlawfully dispossessed of the shares and control over Stage 1 Connections, and that their removal from the register had been done without consent or legal process. The application for a spoliation order was accordingly granted.
“It is a conclusion of the court, therefore that there was spoliation in this matter. It is trite that spoliation constitutes the unlawful taking of possession from another without their consent nor following the due process of law. The applicants were ousted of such possession without their consent or a court order,” the judge stated.

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