The Court of Appeal, Benin Division, has overturned a Federal High Court decision that invalidated Presco Plc’s 2025 Annual General Meeting (AGM) and halted the company’s rights issue.
The appellate court’s decision effectively restores the resolutions passed at the AGM and removes the restrictions previously placed on Presco’s corporate actions.
The ruling followed an appeal by Presco in Appeal No. CA/B/220/2025 against a December 11, 2025 judgment of the Federal High Court in Benin. The lower court had nullified the company’s August 19, 2025 AGM and restrained it from proceeding with a rights issue based on resolutions passed at the meeting.
The dispute followed a suit filed by parties claiming to represent Nigerian shareholders holding about 40 percent equity in Presco. They challenged the transfer of a 60 percent stake previously held by SIAT SA/Saroafrica International Ltd to Oak & Saffron Ltd, alleging that the transaction was conducted without regard to their pre-emptive right of first refusal.
The shareholders subsequently sought orders preventing Presco from implementing decisions taken at its 2025 AGM and from proceeding with the rights issue.
The Federal High Court in its December 11 ruling, set aside the conduct of the AGM and restrained Presco from issuing or selling shares pursuant to the meeting.
The court also directed the Corporate Affairs Commission (CAC) and 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.
Presco challenged the decision at the Court of Appeal, raising issues around the lower court’s jurisdiction, its handling of the company’s submissions and the propriety of the interlocutory injunctions.
On jurisdiction, the Court of Appeal held that the Federal High Court had become functus officio in relation to the subject matter of an earlier appeal, CA/B/146/2024, which was already pending before the appellate court. It also held that the trial court exceeded its jurisdiction by attempting to restrain acts that had already been completed. It noted that the AGM had taken place and the rights-issue offer period had closed, with shares already allotted.
The appellate court further found that Presco was denied a fair hearing because the Federal High Court did not adequately consider arguments contained in the company’s counter-affidavit and written address.
It also faulted the lower court for relying on an earlier motion that had not been moved before it.
On the third issue, the appellate court found that the trial court had failed to properly apply the established conditions for granting an interlocutory injunction. It further held 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 allowed Presco’s appeal in its entirety and set aside the Federal High Court’s December 11, 2025 ruling.
The appellate court made no order as to costs, directing each party to bear its own costs.
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