Appeal Court Quashes Injunction Nullifying Presco's Annual Meeting

 

The Court of Appeal, Benin Judicial Division, has set aside a Federal High Court ruling that nullified Presco Plc’s 2025 Annual General Meeting (AGM) and halted its corporate rights issue.

Delivering judgment in Appeal No. CA/B/220/2025, the appellate court resolved all three issues in favor of Presco Plc, effectively reversing the December 11, 2025 decision of the lower court.

The dispute originated from Suit No. FHC/B/CS/37/2024, filed by a group representing minority shareholders who claim to hold about 40 percent equity in Presco. The group challenged the acquisition of a 60 percent controlling stake—formerly owned by SIAT SA/Saroafrica International Ltd—by Oak & Saffron Ltd, asserting that their right of first refusal was breached.

Following the acquisition, the respondents obtained interlocutory orders from Justice Prof. C.A. Obiozor of the Federal High Court. The ruling nullified the decisions taken at Presco’s August 19, 2025 AGM, barred the company from issuing or selling shares under those resolutions, and ordered a return to pre-AGM status quo. It further directed the Corporate Affairs Commission (CAC) and the Securities and Exchange Commission (SEC) not to recognize the transaction.

Presco challenged the decision within 24 hours, raising eight grounds of appeal centered on jurisdiction, fair hearing, and the legal standards for granting injunctions.

In its judgment, the Court of Appeal ruled that the Federal High Court lacked jurisdiction and was functus officio, as a related appeal (CA/B/146/2024) was already pending before the appellate court. The panel also noted that the trial court erred by attempting to restrain completed acts, given that the AGM had taken place and the rights issue offer period had already closed with shares allotted.

On fair hearing, the appellate court ruled that Presco’s constitutional rights were breached when the trial judge failed to properly consider its counter-affidavit and written address, while also determining a motion that was never formally moved.

Finally, the court held that the trial court misapplied the legal principles governing interlocutory injunctions and granted unrequested reliefs, including the complete nullification of the AGM.

The Court of Appeal set aside the lower court’s orders in their entirety and directed both parties to bear their respective costs.