Court Reinstates Order Stopping FBN Holdings AGM

Steve Aya

A Lagos Federal High Court has reinstated the order prohibiting FBN Holdings from conducting, holding, or hosting its 12th Annual General Meeting (AGM) whether virtually or otherwise, pending the determination of a motion for interlocutory injunction filed by an aggrieved shareholder, Tohir Folorunsho Ismaila.

Justice Akintayo Aluko reinstated the order last Thursday, due to the inability of FBN Holdings to file its responses to the suit, as ordered by the court.

The trial judge had on August 13, 2024, stopped FBN Holdings from conducting 12th AGM slated for August 22, after hearing a motion ex-parte filed and moved by Professor Taiwo Osipitan, SAN with Mrs Olayemi Badewole, SAN and Adetola Ogunlewe for Ismaila, the Petitioner/Applicant.

In granting the ex-parte motion in a suit marked FHC/L/CP/1428/2024, Justice Aluko held thus: “An Order of Interim Injunction restraining, the Respondent/Respondent by itself, its Directors, Secretary or agents, assigns, servants, privies or any person acting on its behalf from holding/ conducting/hosting the 12th Annual General Meeting of the Respondent scheduled for 22nd August, 2024 via a virtual medium or howsoever, pending the hearing and determination of the Petitioner’s Motion on Notice for Interlocutory Injunction, is as a result of this granted.

“An Order of Interim Injunction restraining the Respondent, its agents, servants, privies, or assigns from taking any steps to pass any special and/or ordinary resolutions at its Annual General Meeting slated for the 22nd of August, 2024 pending the hearing and determination of the Petitioner’s Motion on Notice for Interlocutory Injunction, is now granted.

“An Order of Interim Injunction restraining the Respondent, its Directors, Secretary, agents, privies or person(s) acting on its behalf from sending out any Notice of General Meeting of the Respondent otherwise howsoever conveying any General Meeting of the Respondent/Respondent pending the hearing and determination of the Petitioner’s Motion on Notice for Interlocutory Injunction, is hereby  granted.”

The Judge had also adjourned the matter to August 22, for the hearing of the Petitioner/Applicant’s Interlocutory Injunction, as well as, FBN Holdings’ counter to the petition and preliminary objection to the suit. 

However, at the resumed hearing of the matter on August 23, 2024, Counsel to the Petitioner/Applicant, Prof Osipitan, SAN informed the court parties are ready to go on with the hearing of the suit. He added that the court should take the Respondent’s preliminary objection and counter to the suit and Petitioner’s Motion for Interlocutory injunction.

But, FBN Holdings’ Lawyers led by Babajide Koku, SAN, in his response told the court that his client is still within the time as prescribed by the court’s rules to file responses to the suit. 

On the motion to set aside the ex-parte order, FBN Holdings’ Counsel also told the court that he was served with the Applicant’s counter the previous day and therefore, asked the court for adjournment on the matter since there is no urgency anymore on the suit. He also informed the court that the ‘res’ in the matter, has been postponed to September 3, 2024. He therefore, urged the court to adjourn the matter before the new scheduled date for the AGM.

But, Professor Osipitan vehemently opposed FBN Holdings’ oral application for adjournment. He stated that such an application should be made formally. He therefore, urged the court to ignore the application for adjournment. Professor Osipitan said if the court is mindful of granting the adjournment, he urged the court to direct FBN Holdings’ Counsel to make an undertaking that the the AGM will not hold or take place, until the applications before the court are determined.

Ruling on the arguments canvassed by the parties, Justice Aluko held that “the order of the court should be respected, that is what I ordered.

“The interim order made on August 13, 2024, remains intact, pending the hearing of all applications and pending the determination of all issues before the court.”

Further hearing of the matter has been adjourned to August 29, 2024.