Law & Human Rights

April 22, 2010

Thomas Wyatt shareholders sue board over sale of head office

By Innocent Anaba

A Federal High Court sitting in Lagos, has granted leave to some shareholders of Thomas Wyatt Nigeria Plc, to challenge the purported sale of the company’s Abebe Village, Iganmu, Lagos head office to Leadway Assurance Company Plc, in which some directors of the company have interests.

The plaintiffs shareholders, who have been granted leave by the court to maintain the suit are Mr Awoniyi Ayotunde, Mr Ezechukwu Nnaemeka, Mr Adedoyin Aderemi and Mr Durojaiye Damilola, while defendants in the suit are Leadway Assurance, First Bank Plc, Mr Oyekanmi Hassan-Odukale, Alh Asheikh Jarma, Mr L. Osayemi, Mr Tunde Hassan-Odukale, Mr Lotanna Ojokwu, Mr Ike Osakwe, Mr Emma Obinyan, Mr Ike Emeagwali, Mr Steve Mayaki, Mr Isaac Oralugbagbe, Mr Euguine Anineh and Mrs Nnenadi Usman.

Plaintiffs in the suit by their counsel, Mr. Onyebuchi Aniakor, are contending that the 53rd, 54th, 55th and 56th AGM of the company was only held on June 13, 2006 and it was disclosed in the Chairman’s statement that the company had deteriorated to the extent that First Bank placed it under receivership and members were persuaded and did agree to the Board’s request, authorizing the appointment of one Morehouse Management Ltd as core investor through a private placement of 30million ordinary shares of 50k each of the company, said to be existing and unpaid.  According to the plaintiffs, it was not until the AGM of November 2006, that it was disclosed that not only was the company’s property at 2-4 Abebe Village Road, Iganmu, Lagos sold in 2002, but that the board brokered and entered into a sale and lease bank deal with Leadway Assurance and though the said lease contained a buy-back option, that the rent for the first year had already been paid to Leadway, while no details of same was made available to members of the company as there were said to be in the process of being finalised.

They further contended that it was not until the AGM of September 2007, that it was discovered that the company paid a rent of N34m to Leadway Assurance on its said head office, but owing to members’ outcry at this discovery and their insistence on knowing the full details of the sale of the company’s head office, the board undertook to rectify the matter and ensure that the company’s head office was free and that it was only at the 2009 AGM that it was discovered that nothing concrete had been done by the board in getting the company’s said head office,  freed.

The plaintiffs further argued that following extensive but inclusive discussions and demands by members on the true state of affairs of the company’s head office, including request by Independent Shareholders Association of Nigeria, the company in a response dated March 4, 2010 disclosed that Leadway Assurance acquired the company’s said property and following the disclosure, the plaintiffs wrote again, requesting for details of the sale of the company’s property at 2-4 Abebe Village Road, as well as details of any and all other transactions involving the company’s property and assets from 2000 to date or preceding that time.

The shareholders are contending that the entire sale transactions of the company’s said head office at 10, Abebe Village Road, Iganmu and the company’s property at 2-4 Abebe Village Road, all to Leadway Assurance and the circumstance thereof constitute fraud on the company, as neither the transaction, nor the bid itself was disclosed to members of the company, but same was said to have been privately brokered by the board and taken up by Leadway Assurance under conditions in which the company is not in a position to fully explain.

According to the plaintiffs,  the defendants took undue advantage of their office and positions in Leadway and First Bank, the Directors of the company and confidential information which came to their knowledge by reason only of their office to benefit their privately owned company, Leadway to the utmost prejudice of the company and its property and assets.

The plaintiffs are further contending that the entirety of the sales transaction and sales, themselves concerning the company’s said properties to Leadway are lacking in transparency and not devoid of insiders abuse. The defendants are yet to file their defence.