Circular

The attention of the Securities and Exchange Commission (“The Commission”) has been drawn to publications in various media on the judgments against the Commission concerning its regulatory action on Oando Plc and several of its officers for severe breaches of capital market regulations, some of which are under criminal investigations. It is therefore important that the public is provided with the correct status of the subject matter.

It may be recalled that in 2017, the Commission received petitions from two shareholders of Oando Plc alleging corporate governance lapses, mismanagement of the company etc. The Commission conducted investigations into the activities of Oando Plc and observed certain infractions and violations of securities laws by some members of the Board of the company. To protect public interest and the integrity of the capital market, the Commission sanctioned the company and the affected directors via its letter dated May 31, 2019.

Oando Plc subsequently instituted several cases in court challenging the directives in the Commission’s letter. The status of the cases filed by all the aggrieved parties are summarized as follows:

1. The Commission further to the Ex-parte Order of the Federal High Court, Ikoyi Lagos made on June 3, 2019 in Suit No: FHC/L/CS/910/19 in Mr. Jubril Adewale Tinubu & Anor V Securities & Exchange Commission & Anor, suspended the Annual General Meeting of Oando Plc (a company listed on the Nigerian and Johannesburg Stock Exchanges) which was scheduled to hold at the Zinnia Hall, Eko Hotels and Suites, Plot 1415, Adetokunbo Ademola Street, Victoria Island, Lagos on Tuesday, June 11, 2019 at 10:00am.

2. Suit No: FHC/L/CS/910/2019- Mr Jubril Adewale Tinubu and Mr Omomofe Boyo Vs. Securities and Exchange Commission & Anor:

The Federal High Court, Abuja Division per Honourable Justice F.O.G Ogunbanjo on 25th February 2021 struck out the action filed by Mr Jubril Adewale Tinubu and Mr Omomofe Boyo challenging the directive of the Commission in the letter of 31st May 2019 for want of jurisdiction.

Worthy of note is that the Court referred to the judgment delivered by Honourable Justice R.M Aikawa on 23rd November 2017 in Suit No: FHC/L/CS/1601/17-Oando Plc v Securities & Exchange Commission & Anor where the Court also struck out the action filed by Oando Plc for want of jurisdiction.

Mr Jubril Adewale Tinubu and Mr Omomofe Boyo have filed a Notice of Appeal against the said judgment and same is pending at the Court of Appeal, Abuja.

3. Suit No: FHC/L/CS/965/2019- Oando Plc Vs. Securities and Exchange Commission & 2 Ors:

The Federal High Court, Abuja Division per Honourable Justice F.O.G Ogunbanjo on 25th February 2021 struck out the action filed by Oando Plc challenging the directive of the Commission in the letter of 31st May 2019 for want of jurisdiction.
Oando Plc has filed a Notice of Appeal against the said judgment and same is pending at the Court of Appeal, Abuja.

4. Suit No: FHC/L/CS/966/2019- Mr Olufemi Adeyemo Vs. Securities and Exchange Commission & 2 Ors:

The Federal High Court, Abuja Division per Honourable Justice F.O.G Ogunbanjo on 25th February 2021 struck out the action filed by Mr Olufemi Adeyemo challenging the directive of the Commission in the letter of 31st May 2019 for want of jurisdiction.

Mr Olufemi Adeyemo has filed a Notice of Appeal against the said judgment and same is pending at the Court of Appeal, Abuja.

5. Suit No: FHC/L/CS/1031/2019-Oando Plc Vs. Securities and Exchange Commission & Ors:

The matter is still pending at the Federal High Court, Abuja and a date is yet to be given for hearing.

6. Suit No: FHC/L/CS/911/2019 -Mr Jubril Adewale Tinubu; Mr Omomofe Boyo Vs Securities and Exchange Commission & Anor:

The matter is still pending at the Federal High Court, Abuja and a date is yet to be given for hearing.

In view of the matters that are pending in Court and the Notice of Appeal filed by the Appellants against the judgments delivered in favor of the Commission, Mr Olasupo Shasore SAN (acting as counsel to the Appellants) via the letter dated February 25, 2021, advised the Commission to maintain status quo pending the determination of the cases and the appeals.

7. Suit No: FCT/HC/CV/347/2020- Engr Patrick Ajudua Vs. Securities and Exchange Commission & Oando Plc:

The High Court of the Federal Capital Territory per Honourable Justice O.A Musa granted the reliefs sought by the Applicant on February 23, 2021. The Commission has filed an application for stay of execution and injunction pending the hearing of the application to set aside the judgment of the Court on the grounds that the Commission was never served with the Court processes and the Honourable Court lacks jurisdiction to entertain the matter. The matter would be coming up on 20th May 2021 for hearing of the Commission’s applications.

8. Suit No: FHC/KN/CS/17/2021- Alhaji Yakubu M. Gumel & 3 Ors Vs. Securities and Exchange Commission & Oando Plc:
The Federal High Court Kano Division per Honourable Justice A. Lewis Allagoa granted the reliefs sought by the Applicants on March 24, 2021 and there are pending applications for stay of the said judgment.

IMPLICATION OF ALL THE JUDGMENTS:

1. One judgment of the Federal High Court, Lagos (as mentioned above) has held that the Federal High Court Nigeria lacks the jurisdiction to entertain the dispute as the jurisdiction lies with the Investments & Securities Tribunal.

2. Three judgments of the Federal High Court, Abuja (as mentioned above) have held that the Federal High Court Nigeria lacks the jurisdiction to entertain the dispute as the jurisdiction lies with the IInvestments& Securities Tribunal.

3. One judgment of the Federal Capital Territory, High Court Bwari Abuja (as mentioned above) has held that the Federal Capital Territory High Court Abuja has the jurisdiction to entertain the matter and granted the reliefs sought by the Applicants.

4. One judgment of the Federal High Court, Kano (as mentioned above) has held that the Federal High Court Nigeria has the jurisdiction to entertain the dispute and granted the reliefs against the Commission.

In view of the conflicting judgments of the High Courts of coordinate jurisdiction, the Commission hereby advises the public that in line with the law (please see Vaswani Trading Co. v. Savalakh & Co. (1972) NSCC 692 and Ojukwu v. Military Governor of Lagos State (1986) 1 NWLR (Pt 18) 621) and the pending appeals/applications for stay of the various judgments, parties and relevant stakeholders are enjoined to maintain status quo, which includes the suspension of the Annual General Meeting, pending the determination of the cases and the appeals.

The Commission will update relevant stakeholders and the public on the outcome of the ongoing litigations.
Signed

Management

April 30, 2021