Court of Appeal sets aside ruling against Presco, restores AGM, rights issue

By Henry Ojelu

The Court of Appeal, Benin Judicial Division, has set aside the December 11, 2025 ruling of the Federal High Court, Benin, which had nullified Presco Plc’s 2025 Annual General Meeting, AGM, and restrained the company from proceeding with its rights issue and other corporate actions.

The appellate court also resolved the three issues canvassed by Presco in its favour in Appeal No. CA/B/220/2025.

The dispute arose from Suit No. FHC/B/CS/37/2024 instituted by parties who claimed to represent Nigerian shareholders holding about 40 per cent equity in Presco.

They 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 restraining the implementation of resolutions passed at Presco’s 2025 AGM, held on August 19, 2025, as well as the company’s rights issue.

However, in its ruling of December 11, 2025, the Federal High Court, presided over by Justice Prof. C.A. Obiozor, set aside the conduct of the AGM, restrained Presco from issuing or selling shares pursuant to the meeting and directed the CAC and SEC not to recognise or give effect to the share sale.

The ruling also ordered the parties to return to the status quo preceding the AGM.

Dissatisfied, Presco appealed within 24 hours, filing eight grounds of appeal and a motion for stay of execution and proceedings.

The appeal was distilled into three issues, bordering on jurisdiction, fair hearing and the propriety of the interlocutory injunctions.

On jurisdiction, the Court of Appeal held that the trial court was functus officio in relation to the subject matter of an earlier appeal, CA/B/146/2024, which was already pending before the appellate court.

The appellate court also found that the trial court exceeded its jurisdiction by purporting to restrain completed acts, noting that the AGM had already been held and the rights-issue offer period had closed, with shares already allotted.

On fair hearing, the Court of Appeal found that Presco’s constitutional right had been breached because the trial court failed to properly consider arguments contained in the company’s counter-affidavit and written address.

The appellate court also faulted the reliance on an earlier motion that had not been moved, holding that a court could not determine an application that was never moved.

On the third issue, the Court of Appeal held that the trial court failed to properly apply the established conditions for granting interlocutory injunctions.

It further found that the trial court granted reliefs that were not sought, including the nullification of the AGM and restoration of the parties to the status quo ante.

Consequently, the Court of Appeal allowed Presco’s appeal in its entirety and set aside the December 11, 2025 ruling. It made no order as to costs, directing each party to bear its own costs.

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