FBN Holdings AGM : Shareholder seeks to join suit, asks court to set aside Interim Order,
By Jude-Ken Ojinnaka
An aggrieved shareholder of FBN Holdings Plc Mr Sunday Aborisade has asked a Federal High Court sitting in Lagos to set aside the interim order of the court made on the 9th of August directing the FBN Holdings company not to go ahead with its Annual General Meeting (AGM) scheduled on the 15th of August.
The request to set aside is contained in an application filed and moved by Barrister Kazeem A. Gbadamosi (SAN), counsel to Mr. Sunday Aborisade , a party seeking to be joined in the suit.
When the matter came up for hearing on Wednesday (today), the applicant told the presiding judge, Justice Akintayo Aluko that the interim order was fraudulently obtained by suppression of facts which if disclosed to the court, the court would have refused granting the application.
“My Lord the order ought not to have been made if the facts are laid before it. I urge my lord to set it aside. Apart from setting aside the order I also urge the court to join me as party as the order made affected me.
“Assuming the meeting was not held virtually I would not have received my dividends. The AGM is like a market, can a market be stopped from not holding”, he said.
Meanwhile, Justice Aluko had earlier refused an application by FBN to stay proceedings in the matter. Ruling on the arguments made by counsel to the parties,
Justice Aluko held that the applicant did not challenge the jurisdiction of the court in its Notice of Appeal.
He noted that filing a Notice of Appeal is not an automatic ground for stay of proceedings.
The aggrieved shareholders/applicants in the suit marked FHC/L/CP/1575/23, are Olojede Adewole Solomon, Adebayo Oluwafemi Abayomi, and Ogundiran Emmanuel Adejare.
Meanwhile, First Bank of Nigeria Holdings Plc have approached the Court of Appeal, Lagos Division, urging it to stay and suspend the execution of the Interim Order of the Court stopping the bank’s Annual General Meeting (AGM).
The bank is also asking the Appellate Court for an order staying further proceedings in the suit before the lower court pending the hearing and determination of the appeal against the Ruling of the Court delivered on the 9th of August, 2023.
Three aggrieved FBN Holdings Plc shareholders: Olojede Adewole Solomon, Adebayo Oluwafemi Abayomi, and Ogundiran Emmanuel Adejare had urged the Federal High Court for an order stopping the bank’s Annual General Meeting scheduled for August 15 pending the hearing of their suit number FHC/L/CP/1575/23.
In his ruling Justice Nicholas Oweibo directed FBN Holdings Plc not to hold its scheduled AGM until the issues before the court were resolved.
However, in its Notice of Appeal, counsel to FBN Holdings Plc, Adebayo (SAN) argued that the execution of the ruling of the lower court obtained by the Petitioner/Respondent will render nugatory the decision of the Court of Appeal if the ruling is enforced.
He also stated that the res of the case will be destroyed in the event that this application for stay and/or suspension of execution is not granted.
“If the Ruling of this honourable Court is enforced, the Applicant would ultimately be left with an irreversibly empty victory in the event of the success of the appeal.
In its Notice of Appeal, the appellant stated that the grounds of appeal raised substantial points of law and are not frivolous.
“That the execution of Ex-parte Ruling of this Honourable Court by the Petitioners/Respondents will foist on the Court of Appeal a situation of complete helplessness and render nugatory the judgement of the Court of Appeal in the event that the Appeal succeeds.
“That the Ex parte ruling of this Honourable Court affects the Annual General Meeting of the Defendant/ Applicant.
“The Annual General Meeting of a public limited company like the Defendant/Applicant is a statutory meeting that is essential and must be held in order for the Defendant/ Applicant not to run afoul of multiple industry regulators.
“That the Petitioners/Respondents are minority shareholders of the Defendant/Applicant with the following shareholdings in the Defendant/Applicant with 421 units, 220 units, and 5,413units respectively.
The Appellant stated that the combined total shareholding of the Petitioners/Respondents in the Defendant/Applicant is 6,054 units of Ordinary Shares.
That the shareholdings which are the subject matters of this suit are Ordinary Shares of 50 (fifty) kobo each.