FHC/L/CS/798/09
AFRICAN PETROLEUM PLC & 14 OTHERS VS MR. FEMI OTEDOLA & 13 OTHERS

The above suit was filed at the Federal High Court Lagos by 14 shareholders of African Petroleum Plc suing through the company, against Mr. Femi Otedola and 13 others including the Commission as 14th defendant

APPEAL NO: IST/APP/04/08
BLUECHIP ACQUISITION & INV. CO. LTD VS SEC, NSE & DR NDIDI OKEREKE-ONYUIKE

This appeal was filed by the Appellant at the Investments & Securities Tribunal (IST), Abuja against the Securities and Exchange Commission (SEC), the Nigerian Stock Exchange (NSE) and Dr. Ndidi Okereke-Onyuike as parties in the appeal. The claim of the Applicant is against the Director-General of the NSE, Dr. Ndidi Okereke-Onyuike and the NSE for the allegation that the Director-General of the NSE is the campaign Chairman of the Africans for Obama 2008 The Applicant averred that the Director-General of the NSE had solicited financial contributions from Nigerian companies listed on the floor of the Exchange in support of the presidential campaign of a USA presidential candidate, Barack Obama.

The Applicant alleged that the Commission being the apex regulator of the Nigerian Capital Market was served with a complaint on August 19, 2008 to investigate and take a decision on the matter, but it failed, neglected and refused to take any action. The Applicant is seeking among others, an order of the IST to compel the Commission to investigate and take appropriate action against the DG, NSE

This action was filed by the Plaintiff at the Federal High Court, Lagos against Universal Insurance Plc and 3 others including the Commission by a writ of Summons dated October 28, 2008. The plaintiff averred that he is an investor in Universal Insurance Plc. The plaintiff alleged that sometime between October 24, 2007 to November 17, 2007, Universal Insurance Plc issued a private placement for 5, 000,000,000 ordinary shares of 50K each and Afribank Capital Market Ltd was the lead Issuing House while Afribank Registrars Ltd, herein referred to as the 3rd Defendant acted as the Registrar to the private placement.

The Plaintiff averred that he applied for 3, 800,000 units of shares in the said private placement of Universal Insurance at the quoted price through the 1st and 3rd Defendants at the value of N 3, 610,000, but both the issuer and its registrar in the offer had failed and refused to allot the said units of shares to him, instead the 1st and 3rd respondents returned to him the sum of N 3, 068,500 out of N3, 610,000 being 85% of the unalloted units of shares he subscribed for.

The Plaintiff also averred that the shares allotted to him only represented 25 % of the units of shares he subscribed to and that 1st to 3rd Defendants have a legal obligation to allot to him all the units of shares he paid for. The Plaintiff is therefore seeking the following reliefs: 1. A declaration that the 1st to 3rd Defendants are under obligation to allot to him in full the total 3, 800,000 worth of shares he subscribed for during the private placement. 2. An order that the Defendants disclose the criteria for the return money of investor including directors and promoters to ascertain whether it was the same criteria used for the plaintiff. 3. An order directing the Commission to audit and report the procedures followed in the 1st respondent private placement and its subsequent public offer, in order to ensure that there was no discretionary dealing with respect to allotment of shares to investors. The Plaintiff alleged that the Commission did not regulate the offer for private placement by the 1st to 3rd Defendants which left the investor vulnerable to open injustice and unprotected treatment.

SUIT NO: IST/ APP/01/08
CADBURY NIG PLC VS SEC & APC  REVIEW OF NOTICE OF APPEAL

 
This Appeal was filed by the Appellant against the decision of the Investments and Securities Tribunal (IST), delivered on November 12, 2008. The appellant is challenging the decision of the IST on the ground that the Tribunal erred in law when it held that failure of the Commission to follow Rule 2 and 3 of Schedule VII of the Commission’s Rules and Regulations is a mere irregularity, and that the Appellant was not denied any fair hearing by reason of that failure. In the particulars of error, Cadbury alleged that the failure to adhere to the mandatory requirements under Rules 2 and 3 of Schedule VII of the SEC Rules and Regulations amount to a breach of its fair hearing and render the decision of the Commission invalid. The Appellant further alleged that IST erred in law when it held that the Appellant right of fair hearing was not violated in the APC sitting of March 27, 2008 while the manner in which the APC was constituted by the Commission did not secure its fairness, independence and impartiality. That throughout the APC sitting of March 27, 2008, the Commission is the complainant, investigator, prosecutor and judge contrary to Section 36 (1) of the 1999 constitution. Cadbury Nig plc is praying the Court of Appeal to grant an order upholding the Appeal, reversing the decision of the Investments & Securities Tribunal of November 12, 2008 and setting aside the decision of the APC against the Appellant dated March 27, 2008.

SUIT NO. FHC/L/CS/414/08
OLUSEGUN OYEWOLE VS SEC & ORS


The above suit has been filed at the Court, by the applicant, Olusegun Oyewole, one of the non-executive Directors of Cadbury Nig. Plc, against the decision of the Administrative Proceedings Committee (APC) of the Commission. The Applicant sought an ex-parte order of the Court for leave to enforce his Fundamental Human Rights.

SUIT NO: FHC/L/430/08
RT. HON. UDUIMO ITSUELI Vs SEC

The above suit had been filed at the Court, by the applicant, Dr Uduimo Itsueli, the Chairman of Cadbury Nig. Plc, against the decision of the Administrative Proceedings Committee (APC) of the Commission. The Applicant in the matter had secured an ex-parte order of the Court for the enforcement of his Fundamental Human Rights. In his Motion on Notice dated April 17, 2008, the Applicant is praying the Court for a declaration that: 1. the procedure leading to the decision against the applicant by the Commission did not secure the fairness, independence and impartiality of the Commission and APC as required under Section 36 of the 1999 constitution; 2. the APC decision of March 27 and 28, 2008 reached in the absence of and without notice to the applicant violated the applicant’s Fundamental Human Right of fair hearing guaranteed under Section 36 of the 1999 Constitution; 3. that the entire decision making process of the Commission particularly the decision reached against the applicant is unconstitutional; 4. that the decision disqualifying the applicant from holding directorship position in any public company for a period of one year when he has not been proved guilty or convicted of any offence usurp the powers of the Court -vis the qualification of directors in the management of companies and therefore null and void. The applicant further prayed the Court for the following orders: 1. an order restraining the Commission from confirming and/ or enforcing or giving effect to the decision reached in the absence of the applicant; 2. an order quashing the decision of the APC at the sitting on March 27 and 28, 2008; 3. an order nullifying the proceedings of the APC on March 27 and 28, 2008 on the ground that they violate the applicant’s Fundamental Human Rights enshrined in the 1999 Constitution.

SUIT NO. FHC/L/CS/440/2008
AYO AKADIRI VS SEC

The above suit has been filed against the Commission at the Federal High Court Lagos. The Applicant has, through an ex-parte application, been granted the following: 1. order of certiorari to remove to the court for quashing, the decision, determination or conclusion of the Commission through the Administrative Proceedings Committee (APC) in so far as it affects the applicant; 2. order of prohibition restraining the Commission from taking further steps against the applicant in relation to or in consequence of the APC; 3. order of injunction restraining the Commission from taking any step or doing anything in consequence of the APC which adversely affect the applicant; 4. a declaration that the APC itself is unconstitutional, illegal, null and void; 5. a declaration that it is unlawful and unconstitutional, null and void for the respondent to have indirectly seized or confiscated the private shares of the applicant through the decision of the APC; 6. a declaration that the respondent does not have the constitutional power to prevent or restrain the applicant from practicing his profession not being the appropriate professional body since the applicant did not obtain his license or certified authority to practice his profession from the respondent; 7. a declaration that the power of the respondent to prescribe or impose at its discretion indeterminate punishment on the applicant is null and void; 8. an order setting aside all the decisions, declarations, deliberations and conclusions of the respondent in so far as it affects the applicant.

SUIT NO. FHC/MN/CS/14/08

SILVERTRUST GLOBAL INVESTMENT LTD VS SEC & CENTRAL BANK OF NIGERIA (CBN)

The Commission is the defendant in the above mentioned matter which has been filed at the Federal High Court Minna, Niger State. The Plaintiff had applied to the Commission for registration as a Fund/Portfolio Manager, subsequent upon which an application fee of N5,000 was paid to the Commission. The Commission availed the Company with the registration requirements as contained in Rule 37(1) of the Rules and Regulation which among others included the audited accounts/statement of affairs and profit of the Company. The Company was also required to pay N100,000 as registration fee and also show evidence of minimum paid up capital of N500 million. The Company went ahead and commenced business as Fund/Portfolio Managers before meeting up with the Commission’s requirements thereby operating illegally as a fund manager. The Company feels aggrieved by the Commission’s publication in the “Nation” newspaper of February 12, 2008 stating that the Company is an illegal operator acting without authorization. They alleged further that as a result of the publication, the Plaintiff has lost customers and they have had to close down, so they are unable to meet up with the registration requirements. The Plaintiffs are seeking the following reliefs: 1. A Declaration that in so far as the 1st Defendant’s requirement for registration as Fund/Portfolio Manager includes submission of latest audited accounts/statement of affairs of the Plaintiffs business preceding the registration is not illegal. 2. An Order restraining the Commission from interfering with the business activities of the Plaintiff as a Fund/Portfolio Manager on the ground of non-registration. 3. An Order directing the Commission to retract its earlier publication in a daily newspaper that the Plaintiff is an illegal operator in the capital market.

SUIT NO. FHC/MN/CS/15/08
WEALTHGATE MULTIBIZ INTERNATIONAL LTD VS SEC & CBN

The Plaintiff filed this action at the Federal High Court Minna, Niger State, against the Commission and the Central Bank of Nigeria (CBN) by an originating summons dated April 30, 2008. The Plaintiff is one of the respondents amongst the 37 illegal Fund managers sued by the Commission at the Investments and Securities Tribunal (IST) in SEC VS ALLGREEN & 37 ORS In the originating summons, the Plaintiff is claiming the following reliefs: 1. A declaration that in so far as the Commission’s requirement for registration as fund/portfolio manager includes submission of applicant’s latest audited accounts/statements of affairs of the Plaintiff’s business preceeding the said registration is not illegal. 2. An order of court restraining the Commission from interfering with the business activities of the Plaintiff as a fund/portfolio manager on the ground of non-registration. 3. An order directing the Commission to retract its earlier publication in a daily newspaper that the Plaintiff is an illegal operator in the capital market. In support of the originating summons, the Plaintiff sworn to a 17 paragraphs affidavit and exhibited their MEMART and further deposed that they have taken all necessary steps of registration as fund managers and it was the Commission that required them to carry on pre-registration business activities as a fund manager for the purpose of fulfillment and submission of Audited accounts/statement of affairs in order to ascertain profit of the company. The Plaintiff further filed a Motion on Notice dated May 13, 2008 which is slated for hearing on Wednesday 21st June 2008. In the Motion on Notice the Applicant is praying the court for the following reliefs: 1. An order of interlocutory injunction restraining the Commission and the other respondents from harassing or arresting the Plaintiff’s staff or directors in the course of carrying on its activities as fund/portfolio managers or in any way interfering with the said business as to cause same to cease or to be suspended until the determination of the substantive suit.
 

SUIT NO. FHC/L/CS/1001/08
THOMAS KINGSLEY SECURITIES LTD & ANOR VS SEC & 9 ORS

The Plaintiffs filed this action at the Federal High Court, Lagos against the Commission and 9 other respondents by a writ of summons dated June 30, 2008. The Plaintiffs in the suit were the respondents in Suit No. IST/OA/01/05, which was heard and determined by the IST on October 27, 2005. The Commission in February 2005 instituted an action at the Investments & Securities Tribunal against Thomas Kingsley Securities Ltd and Sir Kingsley Ikpe for the following reliefs:

1. an order freezing all accounts of Thomas Kingsley Securities Ltd operated by Chief Thomas Kingsley, his representative company as well as all personal accounts of Chief Thomas Kingsley Ikpe with any bank;

2. an order of the Tribunal allowing the Interim Management Team set up by the Commission to operate the frozen accounts of Thomas Kingsley Securities for the purpose of settling the investors affected by the conduct of the respondents. The Tribunal on October 27, 2005 delivered its judgment and granted all the reliefs sought by the Commission. In the writ of summons now before the Federal High Court, the Plaintiff avers that even prior to the order of the IST, the Commission had illegally requested 12 different banks to freeze the accounts and consequently their accounts were frozen. The Plaintiffs alleged that contrary to the express and clear orders of the IST made on October 27, 2005 the Commission took over the entire business activities of the plaintiffs including all its assets and ran same without any representative from the Board of the plaintiffs and therefore acted contrary to its mandate. The plaintiffs also alleged that the Commission’s Interim Management team exceeded its powers as granted by the Tribunal on October 27, 2005 and therefore acted ultra-vires. The plaintiffs further aver that the Commission and the 9 defendants acted illegally in operating the frozen accounts of the plaintiffs without complying with the order that specified on how the accounts should be operated.

The plaintiffs are whereof claiming against the defendants individually and collectively the following reliefs:

1.An order compelling the defendants to render a full account of all transactions that took place while in exercise of the affairs of the plaintiffs.

2.An order compelling the Commission to give full disclosure of what transpired during the management of the company including official records, office equipment and all other properties of the plaintiffs.

3.An order directing an enquiry by a receiver to ascertain the losses and damages suffered by the plaintiffs as a result of wrongful action by the Commission and its agents.

4.An order compelling all the 8 banks to give a full detailed disclosure of all the funds and share proceeds in the plaintiffs’ account that was transferred to Zenith Bank Plc special account on the instruction of the Commission or to any other account including the statement of account covering the period of July 2004 to date.

5.An order compelling the Commission to produce all records of transaction on all the shares of the plaintiffs including those they were managing for other clients.

6.An order compelling all the 10 banks in dispute to defreeze the account of the plaintiffs.

7.Damages in the sum of N1,000,000,000 (one billion Naira) for the loss of business for the period 2004 – 2008.