MESSING UP WITH WORKERS PENSION

ken Ofori Atta

There has been a long history of labour leaders, private business executives and Government officials messing up with workers pensions.

In the year 2000, more than US $2 million of workers contributions to their pensions was illegally siphoned out of SSNIT.

Today, The Insight is publishing the full text of a report of investigations carried out by the then Serious Fraud Office (SFO) into the affair.

In the end the SFO recommended the criminal prosecution of several business executives whose businesses are ensnarled in the current controversies over the 2nd tier pension scheme.

Please read on;

INVESTIGATIONS INTO THE ACQUISITION BY SSNIT OF SHARES IN OBOTAN DEVELOPERS LIMITED

A.        INTRODUCTION

In October of 2000 allegations appeared in the press and particularly on Joy F'M's 'Breakfast' Show to the effect that Officers of SSNIT were abusing their Offices for private benefit in implementing SSNIT Investment projects. It was alleged that in the case of the 'Obotan' investments SSNIT funds in the total sum of two rnillion, two hundred and forty-four thousand dollars US (US$2.244 million) equivalent at the time to five billion, three hundred and eighty-five million, six hundred thousand cedis C¢5,385,600,000) bad been transferred to a private
company for purposes of investment and that two years later the project had not
even taken off.

The SFO investigation was thus to ascertain which companies or persons received
these funds and whether the funds had been put to legitimate uses, and if no
legitimate uses were established, which officers of SSNTT were responsible for the
acts of transferring those funds.

B. FACTS

1 . In November 1998 an Investor Participation Memorandum advertised a "US$4
million Real Estate Development Equity Financing Independent Avenue Community
Residential Development" called 'Eden In The Heart Of The City", the following
companies: were described as the "Proposed Investors" in the Memorandum

("The Memo"):

Horne Finance Company Limited
SSB Investment Limited

Enterprise insurance Company Limited
Social Security & National Insurance Trust

2. The Memo described a property on Independence Avenue to be developed into a residential community with recreational facilities and set out a business plan of the project and the possible return to investors; the design of the development was also set out with a financial feasibility. The Memo did not indicate who the promoters were:

3. The memo also stated the following:

"Financing

The project is expected to cost US$7 million with $4 million in equity and $3 million of debt. Debt financing has been arranged in principle for 10 years. The debt will attract an interest of 10% with the principal repaid over ten (10) years starting from the first year of the project with two year grace period.

The proposed investor contribution and capital

structure is as follows:
Equity
Proposed Investors	Amount	%	debt	%
Enterprise lnsurance Co.	$1.8 m	45.0%	$1.0	33.33
Home Finance Company	0.3m	7.5	1.5	50.00
SS8 Investments Limited	0.3m	7.5	0.5	1(1.67
SSNIT	1.6m	1·00	-
			-
	$4.0m	100.0%	$3.0	100.00%

4. On 11 December 1998, a letter from Databank Financial Services entitled

R.E: INVTT A TION FOR HFC INVESTMENT PARTICIPATION IN INDEPENDENCE AVENUE COMMUNITY RESIDENTIAL DEVELOPMENT was sent to the Managing Director of Home Finance Company Li mited: the letter was signed by Ken Ofori-Atta as "Executive Chairman". Among others the letter contained the following statements;

"Enterprise Insurance Company, the lead investor, IS 111 discussions for partnership with SSNIT and SSB Investments Limited. HFC's entry into the project should complete the financing requirement to ensure a successful completion of the project. The proforma financing
profile will be as follows with f-IFC's participation:

			Equity
Proposed Investors	Amount	%	debt	%
Enterprise Insurance Co.	$1.8M	45.0%	$1.0	33.33
Home Finance Company	0.3m	7.5	1.S	50.00
SSB Investments Limited	0.3m	7.5	0.5	16.67
SSNIT	1.6m	4.00	-
			-
	$4.0m	100.0%	$3.0 100.00'X,

The HFC never responded to the invitation and it never invested in the project:

Charles Asare, Ex-SSNIT Director General

5. On 10^th December 1998 a letter titled "Re Invitation For SSNIT Investment

Participation In Independence Avenue Community Residential Development" was sent to Charles Asare, Director General of SSNIT; the letter was from Enterprise Insurance Company Limited signed by Dan Seddoh as Financial Controller; the letter stated:

"Enterprise Insurance Company, the lead investor, has secured partners with Home Finance Company and SSB Investments Limited. The project financing of debt as stated has already been secured. SSNIT's entry into the project should complete the financing requirement to ensure a successful completion 0f the project. The proforma financing profile will be as follows with SSNIT participation

		Equity
Proposed Investors		Amount	%	debt	%
Enterprise Insurance Co.		$1.8 m	45.0%	$1.0	33.33
Home Finance Company		0.3m	7.5	1.5	50.CO
SSB Investments Limited		0.3m	7.5	0.5	16.67
SSNIT		1.6m	4·0.2	-
				-
		$4.0111	100.0%	$3.0	100.00 100.00100 OO.OO'X,

6. Sometime at the end of December 1998, the "Management" of SSNIT sent a
memo to the Board of Directors on the subject "Eden In The Heart of the
City". The memo requested the Board's approval:

"for the Trust to participate in the above investment opportunity by investing $1.6 million for 40% equity in the projects. The trust has been invited to join three other reputable investors in the real estate industry namely, the Home Finance Company, Enterprise Insurance Company,
and SSB in real estate investment in a prime location. The proposed shareholding structure is as follows:

	Equity
Proposed Investors	Amount	%
Horne Finance Company Limited	$0.3111	7.5'Yr,
Enterprise Insurance Company Ltd	1.8m	45.0
SSB Company Ltd	0.3m	7.5
SSNIT	1.6m	40.0
	$4.0111	100.0%

Ken Ofori Atta and Kelli Gadzekpo

7. At its 114th meeting held on January 51h 1999, the SSNIT Board approved
the participation of SSNIT in the project provided the following conditions

were met:

(i)        SSNIT should have at least two directors on the Board,

(i i)      A shareholders agreement be entered into with a clear dividend policy and that

(iii)      All equity calls must be fully paid all shareholders before any loans are disbursed;

8. The SSNIT management informed the Board that the conditions set by the Board had been met and presented a paper on the Management Structure which was presented at the 115th meeting of the Board held on 161h February 1999; the Board then approved SSNIT's participation in the project at 55% of the shareholding; on 22nd February 1999 the Solicitor Secretary of SSNIT
sent a memo to the Director General informing him of the Board's decision;

9. On February 24th 1999 a shareholders agreement was executed for Obotan Developers Limited by Enterprise Insurance Company Limited, SSNIT and SSB Tnvestment Company Limited; George Otoo signed for Enterprise as Deputy Managing Director, Charles Asare signed for SSNIT as Director- General and Mariam Bar-nor signed for SSB Investment Company limited as Company Secretary;

10. On 26th February 1999 the Solicitor Secretary of SSNIT in another memo informed the General Manager, that the value of the 55% share subscription was two million, two hundred and forty-four thousand dollars US (US$2.244 m) and attached a duly executed share subscription form for the total sum above but with a column indicating that forty-four thousand dollars US (US$44,000) of the total was a subscription commission of 2.0%'

11. On the same date 26th February 1999, a letter was addressed to Mr Charles Asare from Databank entitled: "RE:PA YMENT FOR SUBSCRIPTION OF OBOTAN SHARES; the letter stated: "This is to inform potential shareholders that payments for share should be paid to: ENTERPRISE INSURANCE COMPANY LIMITED.

An escrow arrangement has been established at EJC for this purpose.

Thank you".

12. On the same date ie. 26/2/99, a Remittance Advice/payment Voucher was executed by SSNIT in favour of Enterprise Insurance Co. Ltd for five billion, three hundred and eighty-five million six thousand cedis (¢5,385,600.000.00) for the purchase of 55,000 Shares in Obotan Developers Limited;

13. On 2nd June 1999 the first meeting of the shareholders of the Obotan Developers Limited was held in SSNIT's Boardroom: SSNIT was represented by Charles. Asare, Director-General, John Twumasi-Mensah Head of Development, and Emmanuel Gyamfi Head of Investments;
Enterprise Insurance was represented by George Otoo and SSB investment
by Ekow Awoonor; the meeting was informed by Ken Ofori-Atta that:

(a)       SSNIT had fully paid for 55% subscribed shares at the price of two million, two hundred thousand dollars US (US$2.200,000).

(b)       Enterprise Insurance had fully paid for 42 1/2 % (forty-two and half) shares at one rniIlion, seven hundred thousand dollars US (US 1. 7M);

(c)       SSB Investments had been allotted 2 1/2 % (two and half percent) shares which cost two hundred thousand dollars US (US$200,000), not paid for;

(d)       An amount of one hundred thousand dollars US (US$100,000.00) had been kept in an escrow account at the EIC Limited;

(e)       A further two hundred thousand dollars US (US$200,000.00) was to be used as working capital;

(f)        Surveyors working on the project had been paid three million, three hundred thousand cedis (¢3.300,000);

(g)       Databank Limited was appointed as Financial Adviser to Obotan Limited and they were to submit their fees to the subcommittee or the Board;

(h)       Awoonor Law Consultancy- were appointed Legal advisors and they were to submit their fees to the shareholders;

Proposals were made for the appointment of a Board as follows:

(a)       SSNIT        -      3 Directors

(b) Enterprise Insurance Co. Ltd.-      2 Directors
(d) SSB Investments Limited-              1 Director
(e) An independent director who had no interest in Obotan and no allegiance to any shareholder.

No other meeting of the shareholders was held and no board meeting was ever held;

15.No part of the project was executed;

16.In November 2000 Enterprise offered to buyout SSNIT but SSNIT never responded;

B. FINDINGS

1. a.      The Companies And Persons

The companies and persons involved in the transaction were found to be:

(i)                Databank Ghana Limited. The company was incorporated in April 1990 with registration number 39655. The authorised businesses are:

Financial Services

Investment Brokers
Investment Services

Data processing and computer services
Consultancy

Industrial Planners

Management Services

The directors are:

Kelli Gadzekpo
Kenneth Ofori-Atta
Abi Adigun

James Akpo

The shareholders are:

Kenneth Ofori-Atta
James Akpo

Kelli Gadzekpo

(ii.)      Enterprise Insurance Company

The company was incorporated as a Private Limited Liability to do the business of general insurance. It was later converted into a public company. The directors are Trevour Tregarme, Osei Poku, Margaret Clarke-Kwesie, Charles Paul Odei, Ken Ofori-Ataa and Kelli Gadzekpo .
Gadzekpo holds one thousand, three hundred shares,(1,300). Ken Of or i- Atta and Gadzekpo are in addition directors and shareholders in Ventures And Acquisition Ghana Limited which holds two million five hundred and eighty-seven thousand, four hundred and nine (¢2,5 87 ,409) shares, the largest block of shares in Enterprise The largest block of shares in Enterprise;

(iii.) Ventures And Acquisitions Ghana Limited.

The company was incorporated in Ghana in May 1995 with the following business:

General Farming
Horticultural Services
Commercial Fishing

Trading in general goods
Wholesaling of raw materials
Financial Services
Management Services
Consultancy

(iv.) Home Finance Company Limited is a Public Company in the business of financing home ownership schemes through mortgages etc.

(v.)      SSB INVESTMENTS LIMITED is a Subsidiary of the Social Security Bank Limited;

The sole shareholder is the Social Security Bank Limited and the directors
are Ken Ofon-Atta and Ekow Awoonor, appointed by the board of the Bank.

I

(vi.) Obotan Developers Limited

The company was incorporated in February 1999 as a limited liability with the following business:

Developers Real Estate-

rior DecoratorsInterior and Exte-
General Contractors-

Property Management-

The first directors were Emmanuel Gyamfi, Investment Officer of SSNIT, and Daniel Seddoh, General Manager of Enterprise Insurance. The Shareholder are SSNIT, Enterprise Insurance and SSB Investment Company Limited;

c. Relationship Between The Companies

The names of the directors and shareholders of the companies involved in the Obotan project indicate very close business relationships among the companies, the directors and the shareholders. Ken Ofori-Atta and Kelli Gadzekpo are shareholders and directors in all the companies, ie Databank, Enterprise Insurance, Ventures And Acquisitions Ltd. The acts of these companies in the Obotan project were effectively the acts of these two persons. Daniel Seddoh being an employee of Enterprise Insurance is effectively acting under the instructions of Ofori-Atta. Ekow Awoonor is acting with Ken Ofori-Atta in SSB Investments. The principal actors behind the Obotan project are therefore;

Ken Ofori-Atta

Kelli Gadzekpo

David Seddoh

Ekow Awoonor

(d) Origins of The Obotan Project

(i) The Investor Participation Memorandum

This 38 page document which is the basis of SSNIT’s participation in the project is not dated and its authors identities are not stated. The statement on its first page that Home Finance Company Limited, SSB Investment Limited and Enterprise Insurance and SSNIT are the “proposed Investors” did not make them the authors. A document that is effectively an invitation to investors to participate in a residential development project, must explicitly state who the promoters are in the first place and secondly what their relationship is to the enterprise being promoted and finally what they themselves stood to gain in the project;

In the case of the Obotan Development the significant fact that Massila House which was the basis of the development, was acquired by Enterprise especially for the project and that the promoters were shareholders and directors in Enterprise Insurance clearly to feature investors and that by virtue of this fact they stood to gain in the project must have been stated. The SFO finds that the omission to state these facts in the document was a deliberate act to conceal the fact that promoters of the project were the owners of Massila House.

(i)       The Massila House Property

The property that is at the heart of the Obotan Community development project, "Massila House" originally belonged to the CFAO and was acquired by Obotan from CFAO in December 1998. The SFO has sighted an uncompleted deed of indenture dated is" December 1998. Obotan was incorporated on 10^th February 1999 indicating that the lease was a pre-incorporation contract. Enterprise obtained a loan from SSB in 1998 to purchase the property. Enterprise therefore financed the acquisition of the property which cost three hundred million cedis
C¢300,000,000). Enterprise's Investment in Obotan therefore was a three hundred million cedis (¢300,OOO,OOO) house. This fact should have been stated in the Investor Memo, and in the invitation letter to SSNIT to invest in the project. This was not done. Again since the promoters were the same as the "proposed investors", Enterprise and SSB Investments, a declaration to this effect should have been made with the further statement that the promoters of the Residential Community had used their resources to acquire the site which would be passed on to Obotan and that the promoters would demand remuneration for their efforts in
cash or equity;

d.        Elements Of The Fraud

Prez John Agyekum Kufuor

8. In March 2001 SSNIT requested the Managing Director of Obotan to make available to SSNIT” all records relating to the financial commitments of SSNIT and other counter parties and how the monies were applied" Obotan sent a Capitalization Recap and a Cash Flow Statement". The Statement indicated. that:

(i)        A total of nine billion, five hundred and forty-seven million, two hundred thousand cedis C¢9,547,200,OOO) equivalent to three million, nine hundred thousand dollars US (US$3,900,000.00) was the capital of Obotan from the investors; from this capital the following expenditure had been made:

"CAPITALIZATION RECAP
	ACTUAL	INDICATIVE
SOURCE	CEDIS	USS	(X,	SHARI~S
EIC Investments	4, I (j I ,GOO,OOO	1,700,000	42.5	42,500
SSNIT	5,385,600,000	2,200,000	55.0	55,000
SSB Investment (not yet paid LIp)			25	2,5()0
				----
Total	9,547,200,000	3,900,000	IOO'Y£,	100,000
USES
Acquisition of Site	8,568,000,000	3,500,000	Forex Rate	2,448
Re Agents Fees	293,760,000	120,000
Legal Fees	73,440,000	30,000
Advisory Fees	244,899,000	100,000
ifobilzatlOn	122,400,000	50,000
Working Capital	244,800,000	100,000

            Total                      9,547, 200, 000    3,900,000    

NOTE: SSB (INVESTMENT OF $100,000 WILL BRING CAPITALIZATION UP TO $4 MILLION”

It was stated in the Statement that SSB Investments had not yet paid up its share of one hundred thousand dollars (US $100,000) and that if they paid the capitalization would raise to four million dollars US (US $4,000.000).

The statement also indicated that a total of one hundred and two million, two hundred and twenty-four thousand, two hundred and seven cedis (¢102, 224, 207) had been spent as “OUTFLOWS” and that a total balance of one hundred and forty-two million, five hundred and seventy-five thousand, seven hundred and ninety-three cedis (¢142, 575,793) had been invested in Treasury Bills.

INFLOWS - RENTAL INCOME
OUTFLOWS

Salaries & Welfare        -           ¢ I 0,076,720
Electricity                       -           479,117
Telephone                      -           373,986

Water                              -           6,815,450

Surveyor's Fees             -          3,268,284
Architects Fees              -           60,000,000
Gardening Tools          -            2,625,500
Chemicals for Pool      -            1,501,000
Corporate Seal             -            169,500

Repairs & Maintenance    -      6,502,150
Miscellaneous               -              1,412,500

Total                                -              102,224,207

Net Outflows -                            (102,224,207)

Financed By:

Working Capital Reserve

            Beginning Balance    244,800,000

            Ending Balance         142,575,793

9. The indication in the statement of account as delivered by Obotan to the effect that Enterprise had paid a total of four billion, one hundred and sixty- one rnillion, six hundred thousand cedis (¢4, 161 ,600,000) for 42.51% of Obotan shares is not supported by any evidence. Enterprise's share payment is only implied by the accounting statement to the effect that the acquisition
of the site for the development cost eight billion, five hundred and sixty- eight million cedis. Enterprise's payment is therefore supposed to have been absorbed as part of the cost of the site. in fact Enterprise bought the property at three hundred million cedis (¢300,OOO,000) and the valuation of the property at eight and a half bi Ilion without any improvements or additions and without any independent valuation at the time of transfer to Obotan is all HC! or fraud which facilitated the appropriation of the sum of four bi Ilion one hundred and sixty-one million cedis six hundred thousand cedis (¢4, 161 ,600,000) from SSNIT;

d.        Fraudulent Misrepresentation

The Fraud on SSNIT began with the letter dated December 10^th 1998 from Enterprise Insurance Company signed by Seddoh as Financial Controller. After describing the project and its merits the letter stated that the project will cost $7 million with $4 million of equity and $3 million of debt financing. It was then stated definitively that: "The debt financing for the project has already been arranged……………..

Enterprise Insurance Company, the lead investor, has secured partners with Home Finance Company and SSB Investments Limited. The project financing of debt as stated has already been secured";

None of these statements, substantially the same as contained in the investment Participation Memorandum", and as contained in the invitation to the Home Finance Company (HFC) to the effect that Enterprise had "secured partners with Home Finance Company" was a fact. The Databank letter inviting the H FC to invest in the project is dated 11^th December 1998. The letter was received at the HFC on the 11^th  December 1998, ie the same day. The letter from Enterprise to SSNIT is dated the 10th December 1998 and was received on the 11 th December 1998 at SSNIT. The statement that Enterprise had secured partners with the HFC by 10^th December 1998 cannot be true. Mrs. Ansah-Baeta the Managing Director of the HFC puts the matter beyond dispute in her statement to the Police as this issue:

"I showed to Inspector Annang from HFC's file a letter dated December 11, 1998 from Databank Financial Services Limited with an attached project document titled "INVESTMENT PARTICIPATION MEMORANDUM" inviting HFC to participate in an investment project in respect of the said Independence Avenue project. Receipt of this letter was duly acknowledged by the undersigned who followed up with a memorandum to the HFC Investment Committee to study the project document and come out with their recommendations. On HFC's files, the matter ended there, because the Investment Committee did not comeback with any recommendations on the project. HFC has not financed the said project, neither has it offered any loan or equity participation of $3 mi II ion as alleged by Inspector Annang. At the time, HFC could not have offered $3 million debt financing because its resources were
and are still inadequate to do that level of financing",

In the same manner the statements in the invitation by Databank to the H FC gave the impression that SSNIT and SSB Investment had agreed to be investors in the project and that:

"HFC's entry into the project should complete the financing equipment to ensure a successful completion of the project" HFC in participating in this transaction could also be joining
other well-heeled financial institutions to participate in the real estate development of this all important Independence Avenue business financial services corridor";

SSB Investments was not invited to participate in the project because the persons representing them, Ken Ofori-Atta and Ekow Awoonor were also the promoters of the project. Ken Ofori-Atta by virtue of his interest in Databank and Enterprise was already a promoter in two respects. SSB Investments Limited provided him with another promotional role.

SSB Investments is a subsidiary of SSB Bank Limited. That relationship by itself
provided an impression that the Bank itself was a probable investor. Enterprise
however carried that impression into a substantive representation that the SSB, the
Bank was actually an investor. An Enterprise letter of 1 st March 1999 to the Head
of Investment at SSNTT in response to SSNIT's requests for the implementation of
certain conditions in line with their investment, was actually copied to "Managing
Director SSB Bank Limited". The investigation showed that though SSB
Investment Limited was a subsidiary of the SSB, the SSB itself had never been
invited by the project promoters to be an investor; and had never been aware ofthe
project.

According to the Secretary of SSB, Mrs. Marian Barner, SSB Investments was
created to contain certain non-performing investments of the Bank. Ken Ofori-
Atta and Ekow Awoonor being directors of SSB, were appointed directors of SSB
Investments. From that position they used SSB Investments for the Obotan Project
without the knowledge or approval of the SSB Board.

The SPO finds therefore that;

(a)       the promoters of the Obotan project are:

Databank, acting by Ken Ofori Atta, and Kelli Gadzekpo Enterprise Insurance acting by Dan Seddoh and Ken Ofori Atta, SSB Investments Limited acting by Ken Ofori Atta and Ekow Awoonor ;

(b) The promotion was essentially to get SSNIT's funds transferred to
Obotan, Databank and SSB Investments.

(c.)      The promotion was essentially by a fraudulent representation that:

(i) The Home Finance Company, Enterprise Insurance and The Social Security Bank were investors in a residential property development project and that the investors would guarantee the procurement of the loans for the project.

(ii.)Loan Funds, had already been secured for the project;

(iii.) As the result of the participation of the named investors the project was most likely to materialize and make profits for the investors;

(iii.) SSNIT And Charles Asare

The fraud to get SSNIT funds was further aided by Mr. Charles Asare In the following manner:

The letter from Enterprise inviting SSNIT to join the Obotan project was addressed to Charles Asaro. As head of SSNIT's Management team he was responsible for the presentation to the SSNIT Board requesting the Board's approval to invest in the project;

The presentation made to the Board was substantially the case made in the Investor Memorandum, almost verbatim. Charles Asare effectively pushed the idea as the promoters had stated it. The significant representations that HFC, Enterprise and SSB Investment Limited were investors was not checked by Asare for veracity. In a letter Asare wrote to the Chairman of SSNIT in January 2002 which he submitted as part of his Statement to the investigators; he asserts that he had a confirmation from the HFC that they were investors. The Managing Director of HFC in her statement states that she does not remember this conversation with
Asare. The SFO however finds that to recommend a two million dollar investment by SSNIT which would rely partly on the participation of the HFC, Asare should have had a definite commitment from the HFC. Considering that the dates or the invitation letters to both SSNIT and the HFC were the same and that HFC indicated no interest at all in the project to SSNIT, Asare’s assertion on this issue cannot be accepted;

The SFO finds that the circumstances of Asare 's recommendation to the SSNIT Board to accept the Obotan project indicates a prior agreement with the promoters to involve SSNIT and to obtain SSNIT's, funds for the appropriation of the promoters of the project.

e.         The Beneficiaries of the Fraud

By his letter of 26^th February 1999, Ken Ofori-Atta writing on a Databank headed paper informed the Director-General of SSNIT to make payment for Obotan Shares to Enterprise Insurance Company Limited, with an explanation that "An escrow arrangement has been established at EIC for this purpose" Ken Ofori-Atta is described in this letter as "Executive Chairman". On top of his signature is "Databank Brokerage Services (Sponsoring);

The March 2001 Cash Flow Statement supplied to by SSNIT Investment Department by Databank to provide an account of SSNIT's Investment of US$2.244 million, included "RE Agent Fees", "Advisory Fees" mobilization" working capital" "Legal Fees", all of which make a total of (US$300,000) These items cannot be sustained for the following reasons:

(I)        RE: Agents Fees - Since the property was sold to Obotan by Enterprise itself, a member of Obotan ,this agents identity should have been declared for reasons of conflict of interest; the same consideration applies to he Legal and Advisory fees. It must be clear that these services were rendered by parties involved in the project as shareholders or directors. The facts show that Awoonor Law Consultancy was a legal advisor for the project while he was a director of the promoter SSB Investments. Thus his firm could not be advisors to the project without the agreement of the board. The SFO finds therefore that the total of US$30,000 allegedly used as expenses cannot be justified as having been lawfully earned;

A total of US$44,000 was also charged as subscription commission to SSNIT's
share payments of US$2.244 million. This was appropriated by Databank. Again
Databank never described themselves as brokers, independent of their role 8S
promoters and .shareholders, and they can therefore not lawfully claim fees for
brokering the sale of shares.

CRIMINAL CHARGES

The facts as stated above will support the following criminal charges agai nst the
persons who acted as indicated above:

1. Conspiracy - Contrary to S.23(l) Of The Criminal Code, Act 29/60

2. Fraud- Contrary to S 131 of Act 29/60

1.      Conspiracy

Ken Ofori-Atta., Director SSB Investments Limited
Ekow Awoonor, Director SSB Investments Limited
George Otoo, Director, Enterprise Insurance Limited
Charles Asaro, Director-General SSNIT

Daniel Seddoh, Director, Obotan Developers Limited
SSB Investments Limited

Enterprise Insurance Limited
Obotan Developers Limited

Between September 1998 and December 1999 you acted together to commit a crime, i.e Fraud contrary to S. 23 (I) of Act 29/60;

2.         Fraud

Ken Ofori-Atta, Director SSB Investments Limited
Ekow Awoonor, Director SSB Investments Limited
George Otoo, Director, Enterprise J nsurance Limited
Charles Asaro, Director-General SSNfT

Daniel Seddoh, Director, Obotan Developers Limited
SSB 1 nvestments Limited

Enterprise Insurance Limited

Obotan Developers Limited

Between September 1998 and December 1999 you did the following acts:

Ken Ofori-Atta, George Otoo, Ekow Awoonor, produced and made public an Investor Participation Memorandum, promoting an investment opportunity in a Community Residential Development called "Eden In The Heart Of The City" which stated that the Home Finance Company, SSB Investments Limited owned by the Social Security Bank, and Enterprise Insurance Company and the SSNIT were going to invest in the Development which would yield substantial returns for investors;

In December 1996 Enterprise Insurance by a letter dated December 10, 1998 to Charles Asare as Director-General invited SSNIT to participate in the development and added in the letter that Enterprise Insurance, "the Lead Investor, has secured partners with Home Finance Company and SSB Investment Limited. The project financing or debt as stated has already been secured";

The details of project financing were stated to indicate that Enterprise Insurance would invest$1.8m, Home Finance $0.3m, SSB investments

Limited $0.3m and SS IT $1.6m;

Charles Asare knowing that these representations were false or not exarnining their validity induced the SSNIT Board to approve NOT the $1.6m stated in the letter of December 10,1998 from Enterprise Insurance, but a total of$2,244 million an excess of$844,000 over the $1.6m requested by Enterprise, and obtained 55% shares therefore in Obotan. The total sum of $2,244 million was paid by SSNIT to Obotan in February 1999.

No residential community has been developed to date and no action is being taken to develop same; SSNIT is the only institution to have invested in the project, a total of $1.7 m of SSNIT's payment for the 55% shares have been appropriated by Enterprise as the cost of the property acquired to be developed by Obotan. A total of one hundred and two million, two hundred
and twenty-four thousand, two hundred and seven cedis (¢ 1 02,224,207) has
been appropriated by Obotan Limited as "outflows" in the operation of its
business. SSNIT has therefore lost its investment of $2,244 m;.

CHARLES ASARE

1. CAUSING FINANCIAL LOSS TO THE STATE CONTRARY TO S. 179 A (3) (a) OF ACT 458

In December 1998 SSNIT was invited to participate in a community Residential Development; an offer of 40% share equivalent to $1.6m was made; you did not conduct any due diligence to verify the claims made of the promoters of the development as to financing already secured and the sources of the finance; you induced the SSNIT Board to approve a total of two million, four hundred and forty-four thousand dollars US (US$2 . .444m) towards the development which was $844,000 above what had been offered; the sum of $2,444 was paid to Obotan Developers Limited; no development has been undertaken to date and no returns have accrued to SSN1T from this investment to date;

You thus caused the loss of the whole sum of $2,444million to SSNIT.