Justice Nicholas Oweibo had on August 14 warned FBN Holdings’ Group Managing Director, Nnamdi Okonkwo, not to disobey the order restraining them from holding their AGM.
The shareholders/applicants in the suit marked FHC/L/CP/1575/23 are Olojede Adewole Solomon, Adebayo Oluwafemi Abayomi, and Ogundiran Emmanuel Adejare.
At the resumption of proceedings Wednesday, counsel to the Plaintiffs, Dr Muiz Banire (SAN), informed the court that the defendants were “in flagrant disobedience” of the court order.
Banire also informed the court that the Respondent (FBN Holdings), despite being served with the court order by the court’s bailiff, arrogantly announced its decision to proceed with the said AGM, notwithstanding the subsisting order of the court.
He said an affidavit of facts stating the particulars of the disobedience had been filed.
But FBN’s counsel Mutalubi Adebayo (SAN), informed the court that he had filed a motion seeking to discharge the order and other staying further proceedings in the matter until the outcome of his appeal before the Court of Appeal, Lagos.
Adebayo, a former Oyo State Attorney-General and Commissioner for Justice, prayed the court to fix a date for the hearing of his applications.
Another counsel, Ebu-Olu Adegboruwa (SAN), also filed a motion for a joinder as co-plaintiff to ventilate his client’s right, who had a similar complaint.
FBN Holdings, in its application, is seeking “An order of Court staying and suspending execution of the Ruling delivered by the lower Court on the 9th of August 2023 in this suit pending the hearing and consequent determination of the Appeal filed at the Court of Appeal.
“An order of this Honourable Court staying further proceedings in this suit pending the hearing and consequent determination of the Appeal filed at the Court of Appeal against the Ruling of this Honourable Court delivered on the 9th of August, 2023.
In a Motion on Notice brought under Order 32 Rule 1 of the Federal High Court (Civil Procedure Rules 2019 and under the Inherent Jurisdiction the court, the Respondent stated that it had filed a Notice of Appeal against the Ruling of the Court delivered on the 9th of August 2023.
It’s stated that the execution of the Ruling of the Court by the Petitioner/Respondent will render useless the decision of the Court of Appeal and destroy the Res (subject matter) if the suspension of execution is not granted.
But in an Affidavit of Fact deposed to by one Quasim Ogundirah, a litigation officer in the law firm of Dr Banire, the applicant stated that on August 8, 2023, the Petitioners instituted the suit by filing a Petition together with a Summons ex-parte for leave of court to be heard during vacation.
He stated that the court granted the petitioner’s summons ex-parte for leave to be heard during vacation and the motion ex-parte for an interim injunction against the Respondent.
“I am aware that this honourable Court, on the 9th day of August 2023, heard and granted the Petitioners’ Motion Ex-Parte, thereby restraining the Respondent from holding the Annual General Meeting scheduled to have on the 15th day of August 2023.
“Upon the grant of the said ex-parte application, this honourable Court adjourned the matter to the 16th day of August 2023 for the hearing of the Petitioners’ Motion on Notice.
He stated that the order of the Court was served, by the bailiff of the Court, on the Respondent on the 11th day of August 2023.
He stated that the Respondent, by a publication issued to the general public, contumaciously and arrogantly announced its decision to proceed with the said AGM, notwithstanding the subsisting order of the Court.
“In total disregard for the proceedings, complete defiance of the order of this honourable Court and notwithstanding its awareness of same, the Respondent, on the 15th day of August 2023, did go ahead to hold the said AGM, the rest of this proceedings”.
Attached to the petitioners’ affidavit is an August 14 notice purportedly signed by FBN’s Acting Company Secretary, Adewale Arogundade, explaining why the company went ahead with the AGM.
The letter was titled “Notification on the conduct of Annual General Meeting of FBN Holdings Plc.”
It notified the public and the firm’s stakeholders that FBN Holdings Plc was served with an ex parte order of interim Injunction on Friday, August 11, 2023, restraining it from proceeding with the proposed Annual General Meeting (AGM) as scheduled for August 15, 2023.
FBN added: “We confirm that our lawyers have filed and served on the Petitioners the necessary processes and notice of appeal challenging the said order and seeking that same, as well as the entire proceedings, be set aside, paving the way for the AGM to proceed on August 15, 2023, as earlier scheduled, Including but not limited to:
“A Notice of Appeal against the decision of the Federal High Court to grant the ex-parte order;
“A Motion on Notice for an order to stay and suspend the execution of the ex-parte order and to stay further proceedings In the suit pending the hearing and consequent determination of the appeal filed at the Court of Appeal.
“In the light of the preceding, the Company believes that It can proceed and Is Indeed proceeding with the AGM (which is a statutory meeting) as scheduled on August 15, 2023.
“The AGM shall be conducted by the applicable laws and regulations, and the Company will continue to take all legal steps to prosecute its appeal against the ex parte interim order to secure its vacation as well as the setting aside of the proceedings in its entirety.”
