Court restrains SEC barring Tinubu from being Director of public companies

By Akin Kuponiyi

A Federal High Court sitting in Lagos, Southwest Nigeria, on Monday restrained the Security and Exchange Commission, SEC, from taking any step concerning or acting on its decision imposing a fine of N91.13m on Wale Tinubu, the Chief Executive Officer of Oando Plc and barring him and Omamofe Boyo from being director of any 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, 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 by letter dated 18th of May 2017, the Securities and Exchange Commission, SEC wrote to Oando requesting for a response to allegations in petition written by Asbury Inc. Investment company and Alhaji Dahiru Mangal, dated 2nd May, 2017 alleging abuse of corporate governance and purported mismanagement of Oando’s business.

He said Oando duly addressed all the allegations in the petition through its letter dated 24th of May, 2017 and that other letters written by SEC concerning this issue were equally addressed.

He said thereafter, SEC suspended trading on Oando shares, and that due to the negative effects of the suspension, the company instituted a legal action against SEC to challenge its decision and that the matter was later taken to Court of Appeal when the case was struck out for lack of jurisdiction by the Federal High Court in Lagos.

Boyo said following discussions with SEC, it was agreed that the suspension be lifted while Oando withdraw its appeal against the ruling of the Federal High Court, as Akintola Deloitte was retained as sole forensic auditor to conduct the forensic audit of the company.

He explained in the affidavit that the company did not received 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.

The affidavit said in its letter, SEC decided and stated thus: that Tinubu pay the sum of N91,125,000.00, to SEC for breaching section 60 (2) of the investments and securities Act 2017 for certification of untrue statements of material facts in Oando 2013, 2014 and 2015 financial statements, and that Tinubu and Boyo be barred from being Directors of public companies for five years for improper conduct in managing the affairs of Oando.

Boyo averred further that the SEC’s letter was devoid of material or particulars which would provide them with information, reasons, grounds or specific actions alleged to have been taken by them which constituted 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 conveyed its findings also imposed sanctions on him and Tinubu.

He said 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, saying that they verily believed that his appointment would interfere with their management of Oando company.

Boyo contended that if the injunctive orders being sought were not granted and SEC continued with its actions, irreparable loss would be caused to Oando through the collapse of its share price, adding 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 were 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 was 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.

Earlier, Officers and men of the Nigeria Police took over the head office of Oando PLC in Victoria Island Lagos.

Staff of the company stayed off work.

The Securities and Exchange Commission had said it had set up an interim management team to oversee the affairs of Oando following the suspension of company’s Group Chief Executive Officer, Mr Wale Tinubu.

Other board members were also suspended.