Wednesday, 16 March 2011 00:00 By Bertram Nwannekanma
The planned sale of Platinum Habib Bank Plc (Bank PHB) by the Central Bank of Nigeria (CBN) to Habib Bank Limited of Pakistan has suffered a setback as a Federal High Court, Lagos yesterday halted the move pending the determination of a suit by some aggrieved shareholders.
The court, presided over by Justice Charles Archibong also ordered a substituted service of the originating and other processes in the suit on the 2nd to 13th respondents, by service thereof on the company secretary or any other officer of the bank at its head office at No.1 Bank PHB Crescent, Off Adeyemo Alakija Street, Victoria Island, Lagos, for such service to be deemed good and proper.
In the order, which was sequel to a motion exparte dated March 9, 2011 and filed on March 10 by the shareholders, the court also granted the petitioners leave to serve the 14th respondent (Habib Bank Limited Pakistan) out the jurisdiction at its head office on 20 Habib Bank Plaza, Karachi, Pakistan through and by a recognised courier company such as DHL Courier Services and UPS Courier Services for such service to be deemed good and proper.
The shareholders, including Shofolahan Sunday, Ajani Tunde Oluwole, Anyanwu Chukwuma Leonard, Orji Azubuike Sunday and Akpala Ojore had, in a petition, urged the court to “restrain the CBN and 11 other respondents from jointly and/or severally, whether by themselves or through their agents, from howsoever taking any steps and /or further steps to dispose off and/or sell or any manner whatsoever alienating any of the bank’s investments and other assets, including but not limited to the bank’s business, operations and affairs to Habib Bank Limited, Pakistan, or any other person and /or in any other manner whatsoever altering the shareholding structure of the bank in favour of Habib Bank Limited, Pakistan or any other such entity.”
Respondents in the petition, brought pursuant to Rule 4(A) (1) of the Companies Proceedings Rules, 1992, sections 310 and 311 of the Companies and Allied Matters Act, CAP. C20, LFN, 2004 and under the inherent jurisdiction of the court, are Bank PHB Plc, the Managing Director, Mr. Cyril Chukwumah, Mrs. Ayaba Ayo-Joseph, Mr. Olusegun Bolaji, Mr Alwan Hassan, Mr. Adbul-Lateef Kolawole Abiola and Prof. Pat Utomi.
Others are Mr. Zakir Mahmood, Mr. Nauman Dar, Mr. Michael Ajukwu, Brig-Gen. Lawal Ja’afar Isa (rtd), Vincent Okwechime Jr., Mrs. Ifeyinwa Osime and Habib Bank Limited, Pakistan.
In the petition, the shareholders contended that “the 2nd to 13th respondents under the active direction of the CBN and/or its governor have sought to continue to conduct the affairs of the bank in an illegal and oppressive manner to the prejudice of the shareholders and/or members of the bank and in a manner that is in disregard of the interests of the members, particularly the petitioners.”
The petitioners said “notwithstanding that on October 2, 2009, in the absence of any lawful cause, the CBN and/or its governor purported to have removed the managing and executive directors of the bank appointed by the members and/or shareholders and to have replaced these persons with the 2nd to 5th respondents, the CBN and/or its governor, on alleged claim that the bank was in a grave situation, claimed to have injected N70 billion into Bank PHB upon the terms and conditions determined by the CBN and/or its governor that were imposed upon the 2nd to 13th respondents.
According to the plaintiffs, contrary to the provisions of the Memorandum and Articles of Association of Bank PHB, and in a manner grossly oppressive and/or unfairly prejudicial to the shareholders and/or members of the bank, particularly the petitioners and their interests in the bank, the 2nd to 13th respondents under the active direction of the CBN and /or its governor, have sought and/or are seeking to convert the said N70 billion into an equity shareholding in the bank in favour of the CBN and/or its nominees.
The shareholders, who sued for themselves and on behalf of other affected shareholders of Bank PHB, through their counsel, Onyebuchi Aniakor and Dr. Nnamdi Dimgba, therefore prayed for an order of court compelling the CBN and /or its governor jointly and /or severally to render account of their dealings in the affairs of the bank whether by themselves, personally or through their agents, servants, officials and/or privies.
Hearing of the petition has been fixed for March 24, 2011.