9th January, 2015
The fight between the Ibru family over the companies in which the late Alex Ibru has significant shareholding is getting messier by the day. This followed reports that shareholders at an Extraordinary General Meeting of Ikeja Hotel Plc at Sheraton Lagos Hotel on Tuesday, 6 January, 2015, removed the Chairman of the company, Goodie Ibru.
On Wednesday, 7 January, 2015, The Guardian newspaper, one of the estates of the Ibru family, in its lead report on the front page, announced the removal of Goodie Ibru as Ikeja Hotel chairman.
In the report, the paper said: “Shareholders of Ikeja Hotel Plc, yesterday (Tuesday, 6 January), unanimously removed Goodie Minabo Ibru as the chairman of the company. In his place, the Managing Director of Bank of Industry, Rasheed Olaoluwa was elected interim chairman. Ibru’s removal, was part of the resolutions approved by the shareholders at their Extra-Ordinary General Meeting (EGM) held at Sheraton Hotel, Ikeja, Lagos.”
However, in an advertorial in a national newspaper on Friday, 9 January, 2015, by Ikeja Hotel Plc, it debunked the report that Goodie Ibru has been removed as a director of the company.
According to Ikeja Hotel Plc in the advertorial simply titled ‘Failed EGM’, “Our attention has been drawn to a publication in The Guardian of Wednesday 7th January, 2015 whereby it si alleged that an Extraordinary General Meeting of Ikeja Hotel Plc was held at Sheraton Lagos Hotel on 6th January, and that the Chairman, Goodie Ibru, was removed as a director of the company. It must be stated for the record that this is untrue. The purported Extra ordinary General Meeting (EGM) was requisitioned by the Publisher of The Guardian Newspaper, Maiden Ibru, ostensibly acting as the representative of Dadifoll Ltd., RFC Ltd., and Alurum Ltd., companies forming part of the Estate of her late husband, Alex Ibru.
“Maiden Ibru’s authority to act for these companies is in dispute, and is currently the subject of litigation at the High Court of Lagos State, the Federal High Courts holden in Lagos and Abuja, and the Court of Appeal. This litigation includes Suit No. Ld/114/2013 brought by the children of Heln Syrmis, Alex Ibru’s first wife.”
Ikeja Hotel Plc further stated: “The Federal High Court holden at Abuja has issued an Order restraining Maiden Ibru from representing, whether by herself, her nominees or her privies, any of the above named companies in the affairs of Ikeja Hotels Plc (owner of Lagos Sheraton Hotel).
“More particularly, the Order of the Federal High Court restrains Maiden Ibru from holding the EGM of Ikeja Hotels Plc purportedly fixed for Tuesday, 6 January, 2015.
“The Lagos State High Court had earlier in Suit No: LD/114/2013 issued an Order restraining maiden Ibru from meddling in the Estate of Alex Ibru.
“Maiden Ibru, and representatives of certain other shareholders, chose to act in contempt of these Court Orders, attempting to force themselves onto the premises of Sheraton Lagos to hold an illegitimate EGM. They enlisted large numbers of The Guardian Newspapers staff to mill about and create the impression of high turnout for their meeting. Failing to gain access to the hotel, they elected to hold their purported meeting in the middle of Mobolaji Bank Anthony Way.
“It is trite that having failed to hold at the place and time advertised, the EGM cannot be said to have been validly convened. Just as importantly, having been held in defiance of two subsisting Court Orders, any resolutions passed at such a meeting are void ab initio.”
Ikeja Hotel Plc also stated that “it must also be noted, for the record, that the purported EGM falls foul of Section 215 of the Companies and Allied Matters Act 2004 (CAMA 2004) providing for requisitions of General Meetings by shareholders and the provisions of Sections 220 (1), 221, and 222 CAMA 2004 providing for service of notice on shareholders. Note also that the meeting was held without the presence of the Company Secretary, and without compliance with Section 296 of CAMA 2004 regulating the appointment or removal of the Company Secretary; without the permission of the Securities and Exchange Commission as required by the Securities and Exchange Commission Rules 2013; and without obtaining approval for the Notice as required by the provisions of the Green Book of the Nigerian Stock Exchange. No officers of the Corporate Affairs Commission, the SEC or the NSE were present as required by law and regulations.
“Under the circumstances, members of the public are advised to disregard the meeting and its purported resolutions. Shareholders, regulators and security agencies are advised accordingly.”
The Guardian, apart from reporting on Wednesday that Goodie Ibru had been removed, also reported that the shareholders approved other resolutions at the controversial EGM.
“Other resolutions approved at the meeting included the appointment of Messrs Olumide Braithwaite and Tunde Sarumi as directors of the company and the appointment of KPMG Nigeria Plc for the forensic auditing of the company from 1999 to 2014.
“KPMG also secured the mandate to check on the share register and verification of the funding and payment of shares amounting to two per cent or more.
“The meeting did not, however, commence without drama as the management of Sheraton Hotel, Ikeja, at the behest of Goodie Ibru, locked out the shareholders, who had thronged the booked venue for the meeting,” The Guardian reported.
The newspaper further reported that “But the determined shareholders eventually gathered just by the perimeter fence of the hotel, outside the gate, to hold the meeting.
“Those made to stand the ordeal included the aged, who however, resolved to cope with the unsavoury condition, to exercise their rights at the meeting.
“The shareholders held the EGM sequel to an earlier court order arising from an ex-parte motion forcing the company to hold the meeting on January 6, 2015 at the Sheraton Hotel.
“The former chairman, Goodie Ibru was said to have got an ex parte injunction from the Federal High Court Abuja, restraining the stakeholders from calling the EGM. The order was, however, neither served on the directors nor was any substituted service order given before its publication.
“Besides, the shareholders viewed the counter court order as ineffective, as it was not given by a superior court.
“According to the shareholders, Section 240, sub-Section 1 of Companies and Allied Matters Act (CAMA) of 1990 stipulates that if the chairman or any board member decide to absent himself, if no such chairman is present within one hour or is unwilling to act, the directors present can elect one to be chairman of the meeting.
“If at any meeting no director is willing to act as chairman or if no director is present within one hour after the time appointed for holding the meeting, the members present shall choose one of their members to be chairman of the meeting.
“Goodie Ibru was removed as the chairman by holders of 53.34 per cent of the total issued shares of 2,078,796,399.
“Olaoluwa, Interim chairman, described what happened as corporate governance in action.”
In the report Olaoluwa was quoted as saying: ‘‘It is exercising the powers of shareholders to effect transition. What has happened here is an indication that CAMA has sufficiently empowered shareholders to take decisions where directors have turned their back against the interest of the stakeholders.’’
“According to him, what has happened is that shareholders have not been given the benefits of their investments for a long time. ‘Because the business was grossly mismanaged, the shareholders have decided that enough is enough. BoI is one of the shareholders and we cannot sit back and watch our investment being mismanaged.’
“He added that it does not mean that the shareholders have not been asking questions. ‘I am on the board of this company and I have attended one-third of the meetings and it was a sham. It is not something that you can call a board meeting. I have attended several board meetings more than 10 years in Nigeria and abroad. What I saw was not a board meeting.’
“He added that there was a court order obtained in a Federal High Court, Lagos approving the extra ordinary general meeting. ‘If anybody is opposed to the court order, the person should have gone to the Court of Appeal. You don’t go to Abuja to go and procure an illegal injunction. As far as CAMA is concerned, any shareholder that has 51 per cent interest can remove anybody from the board. This decision is final, according to the law and it is in the best interest of the shareholders and investors.’
“New director Olumide Braithwaite described the drama that happened before the meeting as unfortunate in a democratic country like Nigeria.
“He said: ‘This is a clear abuse of court process. I am a lawyer of 23 years standing. You have an interim order by Federal High Court in Lagos dated December 16, 2014 stating that the meeting of today (yesterday) is properly valid in law. And the other party ran to Abuja Federal High Court and procured another order which does not in any way invalidate this order, because this order is still subsisting. It has not been vacated; the only way this order can be vacated is by a court of superior jurisdiction. That is either a Court of Appeal or the Supreme Court.”