Justice Akintayo Aluko of a Lagos Federal High Court, has reinstated 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 Ismaila.
Justice Aluko reinstated the order Thursday, due to inability of the FBN Holdings to file it’s responses to the suit, as ordered by the court.
The judge had on August 13, 2024, restrained FBN Holdings from conducting 12 AGM slated for August 22, after hearing a motion ex-parte filed and moved by Prof. 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 held: “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 August 22, 2024, via a virtual medium or howsoever pending the hearing and determination of the petitioner’s motion on notice for interlocutory injunction is hereby granted.
“An order of interim injunction restraining the respondent, its agents, servants, privies and/or assigns from taking any steps to pass any special and/or ordinary resolutions at its Annual General Meeting slated August 22, 2024, pending the hearing and determination of the Petitioner’s motion on notice for Interlocutory Injunction is hereby 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 till today, August 22, for 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 today, counsel to the petitioner/applicant, Prof. Osipitan, SAN, informed the court parties are ready to go on with the hearing of the suit.
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Professor Osipitan 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 on Wednesday 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 Prof. Osipitan vehemently opposed to the FBN Holdings’ oral application for adjournment. He stated that such application should be made formally. He, therefore, urged the court to ignore the application for adjournment.
Prof. Osipitan said if the court is mindful of granting the adjournment, he urged the court to direct FBN Holdings’ counsel to make an undertaken the the AGM will not hold or take place until the applications before the court are determined.
However, the proceedings was on, FBN Holdings’ counsel served his processes on the petitioner’s counsel. But the processes were yet to be before the judge.
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, remain 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.
