Court halts IGI Plc’s AGM by Interim Injunction

THE proposed Annual General Meeting (AGM) of the Industrial and General Insurance (IGI) Company Plc scheduled for January 22, 2024 may not hold as scheduled due to an injunction of a Federal High Court in Lagos.

Justice Akintayo Aluko put a stop to the AGM when he granted an ex-parte motion against the company and 10 others pending the determination of a motion for interlocutory injunction.

The ex-parte application was granted following the affidavit in support of the motion deposed to by Rotimi Fashola, an insurance broker with the written address and exhibits attached, and also, the submissions of the lead counsel for the petitioners, Prof. Oludayo Amokaye, who moved in terms and prayed the court to grant the reliefs.

After listening to the plight of the petitioners, the court, agreed that the holding of the AGM would make the substantive petition an academic exercise and foist a fait accompli on the court since the very acts sought to be ratified at the AGM are the subject of the petition.

The petitioners, who are existing shareholders of IGI are protesting the alleged acquisition of 40.7 shares of IGI without adherence to proper procedure including the non-observance of pre-emptive rights of existing shareholders.

The aggrieved shareholders also alleged that there was no proper follow-up of regulatory clearances and a lack of clear evidence that funds that match the acquisition were injected, stating that the alleged illegal acquisition was done without an AGM clearance by the members of the company.

The case has been adjourned to January 16 (tomorrow), for hearing of motion on notice.

The majority shareholders, who are applicants in the suit marked FHC/L/CP/2340/2023 are: Special Event Limited, Rotimi Fashola; Oluwarotimi Edu; Toyin Fakunle; Alex Osula; Obayomi Lawal; Oladipo Adegbite (executor of the estate of late Abdullateef Adegbite); Olusina Elushakin; Bandele Vincent; (executor of the estate of late Ola Vincent); trustees Of Ola Vincent Foundation; Taiwo Bali (executor of the estate of late Edith Vincent); Jaiyeola Vincent; Taiwo Bali; Kehinde Vincent; Bandele Vincent and June Vincent.

The respondents are, IGI Plc, Akinlolu Akinyele; Augustine Olorunsola; Kanayo Okoye; Gafar Animashaun; Ambassador Nuhu Bamali; Oriyomi Ayeola; Sadiq Isa-kaita; Kabir Ayinde-Tukur; Olubukola Akomolafe and Coopvest Limited.

In granting the reliefs, the court  stated, “It is at this moment ordered as follows: that an Order of Interim Injunction restraining the first Respondent by itself, her privies, agents and legal representatives from holding the first respondent’s Annual General Meeting scheduled for January 22 or any other time until the final determination of the Motion on Notice is at this moment granted.

“That an order permitting the applicants to serve the Motion on Notice along with the Certified True Copy of the Order of the Honourable Court on the first Respondent and other Respondents is now granted.

“The applicants shall file an undertaking as to damages to indemnify the Respondents if this order ought not to have been made.”

Justice Aluko subsequently adjourned to January 16, 2024, for a hearing of the applicants’ Motion on Notice.

The petitioners, comprising Special Event Limited and several individuals, including executors of estates, had earlier filed a petition on November 16, 2023 arguing  that the Companies And Allied Matters Act 2020 and the Companies Proceedings Rules 2004, opined that the planned AGM would render their substantive petition meaningless and enforce a pre-determined outcome.

The court, agreed with the petitioners, and decided that conducting the AGM could potentially undermine the case, and restrained IGI plc from conducting the AGM until the Motion on Notice for Interlocutory Injunction is resolved.

This interim injunction suspends the planned AGM until the court hears and determines the Motion for Interlocutory Injunction, and all parties involved have been directed to be notified of the upcoming proceedings.