A Federal High Court in Ikoyi, Lagos, has dismissed a motion by Lafarge Africa Plc challenging the court’s jurisdiction to hear a suit against its planned sale of the company to a Chinese investor
[dropcap]A[/dropcap] Nigerian company and Shareholder in Lafarge Africa, Strategic Consultancy Limited, had taken the cement company to court over its planned divestment of 83.8 percent majority shares held by its parent company in the Nigerian cement industry.
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Lafarge, listed on the Nigerian Exchange, acquired 83 percent of the total shares of three federal government-owned cement companies during the privatisation exercises of 2001 and 2002.
The company had informed the Security and Exchange Commission of an internal restructuring by Holcim Group, the Swiss firm that holds 83.81 percent of Lafarge Africa’s issued share capital.
Strategic Consultancy sued Lafarge, Holcim Group, Nigerian Exchange Limited, and the Central Securities Clearing System, seeking to stop the planned sale of Lafarge to Huaxin Cement Limited, a foreign company based in China.
The 1st and 2nd defendants’ motion objecting to the Court’s jurisdiction is hereby dismissed.
The action was instituted on the grounds that the sale was done surreptitiously, without affording Strategic Consultancy Limited and other minority shareholders the opportunity to acquire the shares, and that the purported sale to a foreign company not registered in Nigeria contravenes regulations and statutes, including the Companies & Allied Matters Act, 2020, the Securities & Exchange Act, and the Nigeria Investment Promotions Act, regarding the rights of minority shareholders and transactions with unregistered foreign entities.
In a ruling delivered on Thursday, May 15, Justice Lewis Allagoa dismissed the preliminary objection by the defence team, led by Dr D.A. Awosika (SAN) for the Plaintiff, Babatunde Fagbohunlu (SAN) for the 1st defendant, and Uzoma Azikiwe (SAN) for the second defendant, that the court lacked jurisdiction to entertain the suit.
“The 1st and 2nd defendants’ motion objecting to the Court’s jurisdiction is hereby dismissed”, Justice Allagoa ruled.
The judge also ordered that Caricement BV, Netherlands, and Associated International Cements Ltd, England, which the respondents claimed owned the shares, be joined as the 5th and 6th Defendants, respectively.
Justice Allagoa granted the prosecution counsel’s request for leave to serve the two new parties court proceedings outside of jurisdiction.
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“It is hereby ordered that the persons sought to be joined herein and hereby joined as prayed and leave to issue and serve the Originating Summons out of jurisdiction is hereby granted,” he stated.
The matter was adjourned to June 11, 2025, for the continuation of proceedings.
