Legal advisers to Vigeo Power Limited, majority shareholders of Benin Electricity Distribution Company Plc (BEDC), have commenced contempt proceedings against defaulters over the takeover of the company.
According to a statement yesterday, the law firm of Kunle Adegoke (SAN), lawyers to VigeoPower Limited, said the contempt proceedings became imperative because the attention of its client had been drawn to a publication issued by the Bureau of Public Enterprises ((BPE) on Wednesday, the 13th day of July, 2022, in which it laboured unsuccessfully to justify its attempts at illegally taking over the BEDC Electricity Plc despite the orders of injunction issued by the Federal High Court, Abuja on the 8th day of July, 2022 in Suit No. FHC/ABJ/CS/1113/2022 between Vigeo Power Limited v. Fidelity Bank Plc.
“It is on record that the total shareholding of the BPE and the Ministry of Finance in BEDC is just 40 percent making the two of them minority shareholders which pales into insignificance in the face of the 60 per cent shareholding held by Vigeo Power Limited, our client,” the lawyers explained.
The law firm remarked that, “It is sad that in a worst form of brigandage unknown to Companies and Allied Matters Act (CAMA) and the Shareholders’ Agreement dated the 21st day of August, 2013 which is subsisting among the parties, the BPE, using Fidelity Bank Plc as a front, has decided to take over a company that is not indebted to either BPE or Fidelity Bank using the naked force of state power.”
According to the legal advisers, “Contrary to the impression sought to be created by BPE in the publication referred to above, Vigeo Power Limited’s 60 percent shareholding in BEDC was never collaterised in any loan transaction with Fidelity Bank Plc or any other financial institution.”
They contended that, “It is also the case that it is unknown to CAMA or the shareholder’s agreement subsisting among the parties that BPE can, by unilateral declaration, dissolve the board of BEDC and appoint its own preferred persons to take over the management of BEDC. Were that to be allowed, it means any minority shareholder can unilaterally take over the management of a company under the guise of enforcing a non-existent loan transaction.”
The legal advisers observed that, “Furthermore, the orders of the Federal High Court in the suit mentioned above directly: restrains Fidelity Bank Plc, BPE and any other agency of government, from altering or further altering the board composition of BEDC Electricity Plc or working in concert with any person or party to alter the board composition of BEDC; restrains BPE and the persons it purportedly appointed as directors of BEDC, namely, K. C. Aguma, Adeola Ijose, Henry Ajaghawa, Charles Onwera and Yomi Adeyemi (4th -8th Defendants respectively) “from parading themselves or holding themselves out as directors of the BEDC, pending the hearing and determination of the Motion on Notice; restrains BPE and the persons it purportedly appointed as directors of BEDC, namely, K. C. Aguma, Adeola Ijose, Henry Ajaghawa, Charles Onwera and Yomi Adeyemi (4th – 8th Defendants respectively) from taking over the management and control of the affairs, assets and undertakings of the BEDC, pending the hearing and determination of the Motion on Notice” before the Court.
They stated further that they had also noted BPE’s attempt to misrepresent the sequence of the relevant events, in a bid to justify, “its flagrant disregard of the extant orders of court, remarking that in its publication earlier mentioned, BPE mischievously claims that it had completed the unlawful takeover of BEDC before the court granted the injunction on the 8th day of July, 2022.”
“It is very strange that an organisation like BPE that should be steeped in corporate governance principles seems to believe that the directors of a company regulated by CAMA can be removed and/or appointed by mere declaration on the pages of newspapers, and without following the process prescribed by CAMA and the Shareholders Agreement between VPL and BPE. Till date, it is still the lawful directors jointly appointed by VPL and BPE that are recognised at the Corporate Affairs Commission (CAC),” the law firm stressed.
THISDAY
