By Victoria Tokolo
The Court of Appeal, Benin Judicial Division, has overturned the December 11, 2025 judgment of the Federal High Court, Benin, which nullified Presco Plc’s 2025 Annual General Meeting (AGM) and restrained the company from proceeding with its rights issue and other corporate actions.
In a judgment delivered in Appeal No. CA/B/220/2025, the appellate court resolved the three issues before it in favour of Presco, setting aside the Federal High Court’s ruling.
The dispute arose from Suit No. FHC/B/CS/37/2024, filed by parties who claimed to represent Nigerian shareholders holding about 40 per cent equity in Presco.
The plaintiffs had challenged the transfer of a 60 per cent shareholding formerly held by SIAT SA/Saroafrica International Ltd to Oak & Saffron Ltd, alleging that the transaction was carried out without regard to their asserted pre-emptive right of first refusal.
The respondents subsequently sought interlocutory injunctions to restrain the implementation of resolutions passed at Presco’s 2025 AGM, held on August 19, 2025, as well as the company’s rights issue.
In its December 11, 2025 ruling, the Federal High Court, presided over by Justice Prof. C.A. Obiozor, set aside the conduct of the AGM and restrained Presco from issuing or selling shares pursuant to resolutions passed at the meeting.
The court also directed the Corporate Affairs Commission (CAC) and the Securities and Exchange Commission (SEC) not to recognise or give effect to the share sale and ordered the parties to return to the status quo preceding the AGM.
Dissatisfied with the ruling, Presco appealed to the Court of Appeal, raising eight grounds and seeking a stay of execution and proceedings.
The issues before the appellate court centred on jurisdiction, fair hearing and the propriety of the interlocutory injunctions granted by the Federal High Court.
On jurisdiction, the Court of Appeal held that the trial court was functus officio in relation to the subject matter of an earlier case, Appeal No. CA/B/146/2024, which was already pending before the appellate court.
The appellate court further held that the trial court exceeded its jurisdiction by purporting to restrain acts that had already been completed.
It noted that the AGM had taken place and that the rights-issue offer period had closed, with the shares already allotted.
On fair hearing, the Court of Appeal found that Presco’s constitutional right to fair hearing had been breached, holding that the trial court failed to properly consider arguments contained in the company’s counter-affidavit and written address.
The appellate court also faulted the trial court for relying on an earlier motion that had not been moved, holding that a court could not determine an application that had not been properly presented for hearing.
On the third issue, the appellate court held that the trial court failed to properly apply the established principles governing the grant of interlocutory injunctions.
It further found that the trial court granted reliefs that were not sought by the parties, including the nullification of the AGM and an order restoring the parties to the status quo ante.
Consequently, the Court of Appeal set aside the December 11, 2025 ruling of the Federal High Court and upheld the validity of the resolutions arising from Presco’s 2025 AGM and the related rights issue.
The appellate court made no order as to costs, directing each party to bear its own costs.
