A Federal High Court in Ikoyi, Lagos, has thrown out 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.
A 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.
Lafarge, which is 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 Lafarge to Huaxin Cement Limited, a foreign company based in China.
The action was instituted based on the following: The sale was done surreptitiously without affording Strategic Consultancy Limited and the other minority shareholders the opportunity to acquire the shares; The purported sale to a foreign company that is not registered in Nigeria runs foul of regulations and statutes such as the Companies & Allied Matters Act, 2020, the Securities & Exchange Act and the Nigeria Investment Promotions Act on the right of minority shareholders and prohibition of transactions with unregistered foreign entities.
In a ruling delivered on Thursday, May 15, Justice Lewis Allagoa, after hearing the submissions of Dr D.A. Awosika (SAN) counsel for the Plaintiff and Babatunde Fagbohunlu (SAN) counsel for the 1st defendant and Uzoma Azikiwe (SAN) Counsel for the second defendant, dismissed the preliminary objection by the defence team 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 5th and 6th Defendants respectively.
On the third ruling, Justice Allagoa granted the prayer of the prosecution counsel for leave to serve the two new parties court proceedings outside of jurisdiction.
“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 further adjourned to June 11, 2025, for continuation of proceedings.
