Suit by Shareholders of Bank PHB Dismissed

A Federal High Court in Lagos has dismissed a suit filed by five aggrieved shareholders of Bank PHB to challenge the propriety of the move by the Central Bank of Nigeria (CBN) to sale their bank to Habib Bank Limited of Pakistan.

The shareholders – Shofolahan Sunday, Ajani Tunde Oluwole, Anyanwu Chukwuma Leonard, Orji Azubuike Sunday and Akpala Tea Ojore had urged Justice Charles Archibong to halt the planned sale on the ground that the process would occasion substantial injustice to them and their shares.

But Justice Archibong held that the suit was premature in the sense that CBN had not taken any substantial step (s) on the planned sale.

Justice Archibong, who delivered the judgment immediately after entertaining arguments from the parties on the preliminary objections filed by the defendants, stressed that the case was one which should have been maintained against the CBN separately.

The court further held that the plaintiffs failed to show that they have sufficient damages to suffer from CBN’s action.

Reacting, the plaintiff’s lawyers, Onyebuchi Aniakor vowed to appeal against the judgement as there was clear case of inability to understand the issues involved in the matter.

“For us, it is a matter to be brought before the Court of Appeal for them to consider the merit of the case and even the merit of the preliminary objections filed by the defendants because the judge did not even look into the merit of the objections.

“How can we maintain an action against the CBN alone when the other defendants did not challenge their inclusion in the matter? We are appealing against the judgment immediately and we shall also file a motion for stay of execution,” Aniakor said.

The shareholders had urged the court to restrain the CBN and other respondents in the matter from going ahead with the plan to alienate any of Bank PHB’s investments and other assets including but not limited to the bank’s business, operations and affairs to Habib Bank Limited of Pakistan, or any other such entity.

According to the suit which was brought pursuant to Rule 4(A) (1) of the Companies Proceedings Rules, 1992 and Sections 310 and 311 of the Companies and Allied Matters Act (CAMA), the shareholders also listed Bank PHB, its Managing Director, Cyril Chukwumah, Ayaba Ayo Joseph, Olusegun Bolaji, Alwan Hassan, Adbul-Lateef Kolawole Abiola and Professor Pat Utomi as respondents.

Others included Zakir Mahmood, Nauman Dar, Michael Ajukwu, Brig-Gen Lawal Ja’afar Isa (rtd), Vincent Okwechime, Ifeyinwa Osime, Habib Bank Limited of Pakinstan and the CBN.

In an affidavit in support of the suit, the shareholders averred that Bank PHB directors, under the active direction of the CBN and its governor, Lamido Sanusi, have been running the affairs of the Bank in an illegal and oppressive manner to the prejudice of the shareholders.

They alleged that the Chukwumah-led management of the bank has been conducting the affairs of Bank PHB in a manner that is in disregard of the interests of the shareholders of the bank.

The petitioners recalled that on October 2, 2009, in the absence of any lawful cause, the CBN and its governor purported to have removed the Managing and Executive Directors of the Bank appointed by the shareholders and imposed on the bank their appointees.

They added that the CBN on alleged claim that the bank was in a grave situation, also claimed to have injected N70 billion into the bank upon the terms and conditions determined solely by the CBN and its governor.

The shareholders stressed that contrary to the provisions of the Memorandum and Articles of Association of Bank PHB, the CBN-imposed management of the bank now sought to convert the said N70 billion into an equity shareholding in the bank in favour of the CBN and its nominees.

The shareholders therefore urged the court to compel the CBN, Sanusi and their imposed-management to jointly render account of their dealings in the affairs of the bank ever since they took over the bank.

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