The order preventing FBN Holdings from organizing, holding, or hosting its 12th Annual General Meeting (AGM) virtually or in person has been reinstated by a Lagos Federal High Court. This is while a motion for an interlocutory injunction, filed by a shareholder who feels wronged, Tohir Folorunsho Ismaila, is being considered.
Because FBN Holdings was unable to submit its reply to the lawsuit by the deadline, Justice Akintayo Aluko reissued the order last Thursday.
On August 13, 2024, the trial court granted a motion ex parte that was submitted and advanced by Professor Taiwo Osipitan, SAN, along with Mrs. Olayemi Badewole, SAN, and Adetola Ogunlewe on behalf of Ismaila, the petitioner/applicant. This prevented FBN Holdings from holding its 12th AGM, which was scheduled for August 22.
Judge Aluko held as follows after granting the ex-parte motion in a matter with the filing number FHC/L/CP/1428/2024: “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,” Aluko added.
The hearing of the petitioner/applicant’s request for an interlocutory injunction, FBN Holdings’ response to the petition, and the preliminary objection to the litigation had also been postponed by the judge until August 22.
However, Petitioner/Applicant’s counsel, Prof. Osipitan, SAN, informed the court parties that the suit is ready to continue during the matter’s resumed hearing on August 23, 2024. He went on to say that the petitioner’s move for an interlocutory injunction and the respondent’s preliminary objection and countermove should be considered by the court.
Continuing, in their response, the attorneys for FBN Holdings, led by Babajide Koku, SAN, informed the court that their client is still within the time frame allowed by the court’s rules to file a response to the lawsuit. The move to set aside the ex-parte order was made by FBN Holdings’ attorney, who also informed the court that the suit is no longer urgent after receiving the applicant’s counterserve the day before. As a result, he requested an adjournment of the case. Additionally, he notified the court that the matter’s “res” had been rescheduled for September 3, 2024. As a result, he implored the court to postpone the case until before the revised AGM date.
However, Professor Osipitan strongly objected to the oral adjournment request made by FBN Holdings. Such an application, he said, ought to be filed legally. Thus, he implored the court to dismiss the adjournment application. Prof. Osipitan asked the court to order FBN Holdings’ counsel to guarantee that the AGM won’t happen until the court’s decisions on the motions are made, should the court decide to grant the adjournment.
Judge Aluko concluded, based on the arguments put forth by the parties, 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,” he added.
The matter’s next hearing has been postponed until August 29, 2024, BrandSpur banking and finance news reports.
