AGM: FBN Holdings Shareholder Asks Court to Set Aside Interim Order

Wale Igbintade

One of the aggrieved shareholders of FBN Holdings yesterday asked a Federal High Court in Lagos, to set aside the interim order of the court made on the 29th of July, directing FBN Holdings not to go ahead with its annual general meeting held on August 15th.

The request to set aside the order was contained in an application filed and moved by Kazeem Gbadamosi, counsel to Mr.  Sunday Aborisade, asking the court to join him as party in the suit.

When the matter came up for hearing yesterday, the applicant told Justice Akintoye Aluko, that the interim order was fraudulently obtained by suppression of facts which if disclosed to the court, the court would have refused to grant the application.

He argued “My Lord the order ought not to have been made if the facts are laid bare before the court. I urge my lord to set it aside. 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, a market cannot be stopped from holding,” he said.

However, earlier in his ruling, Justice Aluko refused an application by FBN Holdings asking the court to stay proceedings on the matter.

The court held that filing a Notice of Appeal was not an automatic ground for stay of proceedings.

The court held, “I can see from the notice and grounds of appeal that the appeal was in respect of the Interim ex-parte Order of this court made on the 9th day of August 2023.

“I have examined the Notice of Appeal, the issue of jurisdiction, and the hearing of the substantive suit have not been raised in the Appeal.

“I like to draw the notice of the learned counsel to the position of the law that the filing of the Notice of Appeal does not amount to stay, the applicant must established an exceptional ground.”

Justice Aluko also drew attention to the provisions of the law that an ex-parte order was not appealable.

The court added that the issue of jurisdiction had not been determined, adding that any of the parties has the opportunity to raise the issue at any time.

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 that was scheduled for August 15 pending the hearing of their suit number FHC/L/CP/1575/23.

In his ruling Justice Nicholas Oweibo, had directed FBN Holdings Plc not to hold the scheduled AGM until the issues before the court were resolved.

But the holding company in its Notice of Appeal filed before the Court of Appeal, Lagos  Division, had prayed the  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.

FBN Holdings had argued that the execution of the ruling of the lower court obtained by the petitioner/respondent would render nugatory the decision of the Court of Appeal if the ruling is enforced.

The appellant had also stated that the res (subject matter) of the case would be destroyed in the event 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.

“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 judgment 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 had stated that the combined total shareholding of the Petitioners/Respondents in the Defendant/Applicant was 6,054 units of Ordinary Shares.

The Bank stated that the refusal of the Stay of Execution would be tantamount to allowing the Petitioners/Respondents to hold the other remaining Shareholders of the Defendant/Applicant to ransom and as such deny them of their rights and dividends in the Defendant/Applicant.

Justice Aluko adjourned the matter to September 5 for ruling.