SEC Issues Update on the Suspension of the AGM of OANDO Plc

Saturday, May 01, 2021 11:20AM / by SEC Nigeria / Header Image Credit: SEC Nigeria

The attention of the Securities andExchange Commission ("The Commission") has been drawn to publications invarious media on the judgments against the Commission concerning its regulatoryaction on Oando Plc and several of its officers for severe breaches of capitalmarket regulations, some of which are under criminal investigations. It istherefore important that the public is provided with the correct status of thesubject matter.

It may be recalled that in 2017, theCommission received petitions from two shareholders of Oando Plc allegingcorporate governance lapses, mismanagement of the company etc. The Commissionconducted investigations into the activities of Oando Plc and observed certaininfractions and violations of securities laws by some members of the Board ofthe company. To protect public interest and the integrity of the capitalmarket, the Commission sanctioned the company and the affected directors viaits letter dated May 31, 2019.

Oando Plc subsequently institutedseveral cases in court challenging the directives in the Commission's letter.The status of the cases filed by all the aggrieved parties are summarized asfollows:

1.The Commission further to the Ex-parte Order of the Federal High Court, IkoyiLagos made on June 3, 2019 in Suit No: FHC/L/CS/910/19 in Mr. JubrilAdewale Tinubu & Anor V Securities & Exchange Commission & Anor,suspended the Annual General Meeting of Oando Plc (a company listed on theNigerian and Johannesburg Stock Exchanges) which was scheduled to hold at theZinnia Hall, Eko Hotels and Suites, Plot 1415, Adetokunbo Ademola Street,Victoria Island, Lagos on Tuesday, June 11, 2019 at 10:00am.

2. SuitNo: FHC/L/CS/910/2019- Mr Jubril Adewale Tinubu and Mr Omomofe Boyo Vs.Securities and Exchange Commission & Anor:

The Federal High Court, Abuja Divisionper Honourable Justice F.O.G Ogunbanjo on 25th February 2021 struck out theaction filed by Mr Jubril Adewale Tinubu and Mr Omomofe Boyo challenging thedirective of the Commission in the letter of 31st May 2019 for want ofjurisdiction.

Worthy of note is that the Courtreferred to the judgment delivered by Honourable Justice R.M Aikawa on 23rdNovember 2017 in Suit No: FHC/L/CS/1601/17-Oando Plc v Securities &Exchange Commission & Anor where the Court also struck out theaction filed by Oando Plc for want of jurisdiction.

Mr Jubril Adewale Tinubu and Mr OmomofeBoyo have filed a Notice of Appeal against the said judgment and same ispending at the Court of Appeal, Abuja.

3. SuitNo: FHC/L/CS/965/2019- Oando Plc Vs. Securities and Exchange Commission & 2Ors:

The Federal High Court, Abuja Divisionper Honourable Justice F.O.G Ogunbanjo on 25th February 2021 struck out theaction filed by Oando Plc challenging the directive of the Commission in theletter of 31st May 2019 for want of jurisdiction.

Oando Plc has filed a Notice of Appeal against the said judgment and same ispending at the Court of Appeal, Abuja.

4. SuitNo: FHC/L/CS/966/2019- Mr Olufemi Adeyemo Vs. Securities and ExchangeCommission & 2 Ors:

The Federal High Court, Abuja Divisionper Honourable Justice F.O.G Ogunbanjo on 25th February 2021 struck out theaction filed by Mr Olufemi Adeyemo challenging the directive of the Commissionin the letter of 31st May 2019 for want of jurisdiction.

Mr Olufemi Adeyemo has filed a Noticeof Appeal against the said judgment and same is pending at the Court of Appeal,Abuja.

5. SuitNo: FHC/L/CS/1031/2019-Oando Plc Vs. Securities and Exchange Commission &Ors:

The matter is still pending at theFederal High Court, Abuja and a date is yet to be given for hearing.

6. SuitNo: FHC/L/CS/911/2019 -Mr Jubril Adewale Tinubu; Mr Omomofe Boyo Vs Securitiesand Exchange Commission & Anor:

The matter is still pending at theFederal High Court, Abuja and a date is yet to be given for hearing.

In view of the matters that are pendingin Court and the Notice of Appeal filed by the Appellants against the judgmentsdelivered in favor of the Commission, Mr Olasupo Shasore SAN (acting as counselto the Appellants) via the letter dated February 25, 2021, advised theCommission to maintain status quo pending the determination of the cases andthe appeals.

7. SuitNo: FCT/HC/CV/347/2020- Engr Patrick Ajudua Vs. Securities and ExchangeCommission & Oando Plc:

The High Court of the Federal CapitalTerritory per Honourable Justice O.A Musa granted the reliefs sought by theApplicant on February 23, 2021. The Commission has filed an application forstay of execution and injunction pending the hearing of the application to setaside the judgment of the Court on the grounds that the Commission was never servedwith the Court processes and the Honourable Court lacks jurisdiction toentertain the matter. The matter would be coming up on 20th May 2021 forhearing of the Commission's applications.

8. SuitNo: FHC/KN/CS/17/2021- Alhaji Yakubu M. Gumel & 3 Ors Vs. Securities andExchange Commission & Oando Plc:
The Federal High Court Kano Division per Honourable Justice A. Lewis Allagoagranted the reliefs sought by the Applicants on March 24, 2021 and there arepending applications for stay of the said judgment.

Implication of All The Judgments

1.One judgment of the Federal High Court, Lagos (as mentioned above) has heldthat the Federal High Court Nigeria lacks the jurisdiction to entertain thedispute as the jurisdiction lies with the Investments & SecuritiesTribunal.

2.Three judgments of the Federal High Court, Abuja (as mentioned above) have heldthat the Federal High Court Nigeria lacks the jurisdiction to entertain thedispute as the jurisdiction lies with the IInvestments& SecuritiesTribunal.

3.One judgment of the Federal Capital Territory, High Court Bwari Abuja (asmentioned above) has held that the Federal Capital Territory High Court Abujahas the jurisdiction to entertain the matter and granted the reliefs sought bythe Applicants.

4.One judgment of the Federal High Court, Kano (as mentioned above) has held thatthe Federal High Court Nigeria has the jurisdiction to entertain the disputeand granted the reliefs against the Commission.

In view of the conflicting judgments ofthe High Courts of coordinate jurisdiction, the Commission hereby advises thepublic that in line with the law (please see Vaswani Trading Co. v.Savalakh & Co. (1972) NSCC 692 and Ojukwu v. Military Governor of LagosState (1986) 1 NWLR (Pt 18) 621) and the pending appeals/applicationsfor stay of the various judgments, parties and relevant stakeholders areenjoined to maintain status quo, which includes the suspension of the AnnualGeneral Meeting, pending the determination of the cases and the appeals.

The Commission will update relevantstakeholders and the public on the outcome of the ongoing litigations

2. Download Full (PDF) Report - Memo to The Market: TheOando Corporate Journey - At The Regulators Gate - Dec 10, 2017

3. Download (PDF) Report - SEC Technical Committee onOando Plc 2017 -Dec 04, 2017

4. Review of the SEC Technical Committee Recommendations,Opinion and Final Report