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In Stock
The 3rd respondent, which had undergone metamorphosis in the telephony industry, is a famous limited liability company and licenced operator of cellular mobile telecommunications in Nigeria. The appellant, 1st, 2nd, 4th and 11th respondents were the shareholders of the 3rd respondent. There was an executed Shareholders’ Agreement, dated 30th April, 2002, which conferred on the shareholders a “right of first refusal” in relation to disposition of shares or interest by co-shareholders in the third respondent.
Sometime in 2005, the 1st and 2nd respondents became aware, without formal notice, that in 2001 and 2003, the 4th respondent, the alter ego of the appellant, secretly transferred the appellant’s ordinary shares in the 3rd respondent to the 5th and 6th respondents in breach of the 1st and 2nd respondent’s pre-emptive rights. The number of the ordinary shares was 9,906,250 valued $4.50, per share amounting to $44,578,125 (Forty-Four Million, Five Hundred and Seventy-Eight Thousand, One Hundred and Twenty-Five Dollars).
On 11th March, 2013, the 1st and 2nd respondents divested themselves of their interest in the 3rd respondent at $7.4 per share in accordance with the Shareholders’ Agreement. The 1st and 2nd respondents alleged that there was a differential of $2.9 in the value of the appellant and 4th respondent’s ordinary shares of 9,906,250 between 2003, when they were sold, and 2013 when they divested their interest in the 3rd respondent in 2013, which amounted to $28,728,125 (Twenty-Eight Million, Seven Hundred and Twenty-Eight Thousand, One Hundred and Twenty-Five Dollars). Sequel to that, the 1st and 2nd respondents beseeched the Federal High court, via an originating motion filed on 22nd December, 2006, which was later converted to a writ of summons on 8th October, 2007, and tabled against the appellant, 3rd – 10th respondents and 11th respondent, which was later joined to the suit on 8th May, 2017, jointly and severally, certain declaratory reliefs, mandatory orders, interest on the said sum of $28,728,125 and cost of the action assessed at N100,000,000 (One Hundred Million Naira).
Before the joinder of the 11th respondent to the action on 8th May, 2017, the Federal High court had on 5th February, 2015 and 19th October, 2015, made two orders which directed parties to maintain status quo. Subsequently, the 1st and 2nd respondents discovered that the appellant sued the 3rd respondent in the Federal High court, presided over by another judex, Prof. Chuka A. Obiozor, J., in suit No. FHC/L/CP/1399/2016, wherein they obtained consent judgment based upon which the appellant sold its shares in the 3rd respondent to Bharti Airtel Nigeria BV for N22,500,000,000 (Twenty-Two Billion, Five Hundred Million Naira).
Consequently, the 1st and 2nd respondents filed an application before the Federal High Court, on 5th September, 2018, for orders directing the appellant to transfer the proceeds of the sale of its shares, which amounted to N22,500,000,000 (Twenty-Two Billion, Five Hundred Million Naira), into an interest-yielding account in the name of the Chief Registrar of the Federal High Court pending the determination of the suit. The appellant filed a counter-affidavit in opposition. The application was duly heard by the court and granted.
Dissatisfied with the decision of the Federal High Court, the appellant appealed to the Court of Appeal.