A Federal High Court sitting in Lagos, Southwest Nigeria, on Monday restrained Security and Exchange Commission, SEC, from taking any step concerning or act in its decision contained in a letter dated 31st May, 2019 imposing a fine of N91,125,000.00 on Mr Adewale Tinubu and Mr Omamofe Boyo from being directors of public companies for a period of five years pending the determination of the substantive suit filed before the court.
The order of the court was sequel to an ex-parte application accompanied with affidavit of urgency filed before the court by Dr Olisa Agbakoba SAN leading two other Senior Advocates of Nigeria, SAN, Messers Tayo Oyetibo and Oluyede Delano.
In an affidavit sworn to by the deputy Group Executive Officer of Oando Plc, Mr Omamofe Boyo, the deponent averred that in a letter dated 18th of May 2017, SEC wrote Oando requesting for a response to allegations in petition written by Asbury Inc. Investment company and Alhaji Dahiru Mangal dated 2nd May 2017 alleging an abuse of corporate governance and purported mismanagement of Oando ‘s business.
Oando duly addressed all the allegations in the petition through its letter dated 24th of May, 2017. Other letters written by SEC concerning the issue was equally addressed.
Thereafter SEC suspended trading on Oando shares, however due to the negative effects of the suspension, the company instituted a legal action against SEC to challenge SEC’s decision.
The matter was later taken to Court of Appeal after the case was struck out for lack of jurisdiction by the Federal High Court in Lagos.
Following discussions with SEC, it was agreed that the suspension be lifted whilst Oando withdrew its appeal against the ruling of the Federal High Court, while Akintola Deloitte was retained as sole forensic auditor to conduct the forensic audit of the company.
The company did not receive any further communication from SEC until 31st of May, 2019 when it received SEC’s letter informing it of the conclusion of Deloitte’s audit.
In its letter SEC decided and stated that Mr Tinubu should pay the sum of N91,125,000.00, to SEC for breaching section 60(2) of the Investments and Securities Act of 2017 for certification of untrue statements of material facts in Oando 2013, 2014 and 2015 financial statements.
Secondly, that Mr Tinubu and Boyo be barred from being Directors of public companies for 5 years for improper conduct in managing the affairs of Oando.
Mr Boyo however averred that the SEC letter is devoid of material or particulars which would provide them with information, reasons, grounds or specific actions alleged to have been taken by them which constitute wrong doing under the law, neither were they interviewed by either Deloitte or SEC nor invited to appear before SEC to defend or respond to SEC’s findings as SEC’s letter which convey its findings also imposed sanctions on him and Tinubu.
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Despite not providing them with opportunity to respond to the Deloitte audit report and the allegations contained therein, SEC proceeded to purportedly appoint Mr Mutiu Adio Sunmonu as head of interim management of Oando. They verily believe that his appointment would interfere with their management of Oando company.
Mr Boyo contended that if the injunctive orders being sought are not granted and SEC continues with its actions, then irreparable loss would be caused to Oando through the collapse of its share price.
He noted that SEC’s actions, if not restrained would also lead to an erosion of the company’s shareholders funds thereby jeopardising the investment of thousands of Nigerians who are shareholders of Oando.
Consequently, the two applicants Mr Jubril Adewale Tinubu and Omamofe Boyo urged the court to restrain SEC and its agents, employees and privies from taking any step concerning or acting on its decision contained in its letter of 31st of May pending the determination of the motion for interlocutory injunction.
Joined as co-respondent is Mr Mutiu Olaniyi Adio Sunmonu.
In her ruling, Justice Mojisola Olatoregun while adjourning till 14th of June, 2019 restrained SEC, its agents and privies from taking any step concerning or acting on its decision contained in its letter of 31st May 2019 pending the hearing and determination of the applicants’ motion for interlocutory injunction.
