The Federal High Court in Abuja has, in an April 1, 2019 ruling, set aside the sale of a major telecommunications firm, Etisalat International Nigeria Limited, now 9mobile, to Teleology Nigeria Limited.
However, the Management of Emerging Markets Telecommunication Services Limited (9mobile) said that the Federal High Court sitting in Abuja had not nullified the sale of EMTS to Teleology Nigeria Limited.
An enrolled order made by Justice Binta Nyako was sighted on Thursday. The judge held that the steps taken in relation to the exchange of ownership of the company were in violation of subsisting court orders that parties to the pending suit should maintain the status quo. The court had by the orders restrained parties to the suit, involving investors and other shareholders in the company, from destroying the “res”, the subject matter in dispute in the suit.
The plaintiffs, who are major investors in Etisalat, Afdin Ventures Limited and Dirbia Nigeria Limited, had via a motion filed on November 16, 2018, asked the court to nullify the steps taken by the defendants with respect to the sale of the company, which violated the April 17, 2018 order. They recalled that orders flouted by the defendants were made by the court the April 17, August 31, and October 10, 2018.
In her ruling, the judge noted that between April 24 and 27, 2018, the defendants had been served with the plaintiffs’ originating process challenging the sale of the company, but in defiance, the defendants went on with the sale. She, therefore, directed that the status of the company from April 25, 2018, should be restored. “Any action that has been taken concerning the res of this litigation from the 25th day of April, which is earlier in time, should revert to the position, as of the res, to its 25th day of April 2018,” the judge ruled.
The hearing in the substantive suit has been fixed for June 12. Afdin and Dirbia had filed the substantive suit, marked FHC/ABJ/CS/288/2018, on April 6, 2018.
The defendants in the suit are Karington Telecommunication Ltd, Premium Telecommunications Holdings NV, First Bank of Nigeria Plc, Central Bank of Nigeria, Etisalat International Nigeria Ltd and Nigeria Communications Commission. The plaintiffs laying claim to an estimated $43,033,950 investment in Etisalat had said that they were aggrieved by what they described as exclusion from the decision-making of Etisalat.
On that basis, they had filed their suit to retrieve their investments in the company. They stated in an affidavit filed in support of their November 16, 2018 application that they learnt that the defendants had proceeded to conclude the transfer of the ownership of the company despite the court restraining orders. They said following the defendant’s disobedience, they resorted to praying the court to void the sale of Etisalat. They stated, “In 2009, the plaintiffs/applicants purchased a total of 4,303,391 class “A” shares from the 1st, 2nd and 5th defendants (Karlingtton, Premium Telecommunication and Etisalat International) at the rate of $43,033,950 only, and were issued with share certificates.
“In 2010, the defendants rebranded Etisalat Nigeria Limited to 9mobile and entered into negotiations with Smile.com and Glo Network to transfer its licence without recourse to the plaintiffs.
“When the plaintiffs became aware of the purported transaction, they filed this suit along with two applications namely: motion ex-parte and motion on notice, seeking for an order of injunction to restrain the defendants from going ahead with the transaction. “When this suit came up for hearing on April 17, 2018, this honourable court ordered parties to maintain status quo-pending the determination of the motion on notice.
“Notwithstanding the aforementioned order, the defendants continued negotiations with Smile.com and Glo Network in defiance to the subsisting order of this court . “When the plaintiffs/applicants discovered that the defendants were bent on selling Etisalat Nigeria Limited “rebranded 9moile” despite the subsisting order of the court, they instructed their Counsel, Mahmud A. Magaii (SAN), to write and caution the defendants of the implications of their actions.
“Upon the receipt of the above letters, the 3rd and 4rd respondents (First Bank and Central Bank), through their counsel, Olaniwun Ajayi, wrote to the applicants, through their counsel on August 24, 2018, and August 31, 2018, denying the existence of the order of status quo made by this honourable court on the April 17, 2018, and August 31, 2018. “When this matter came up on October 10, 2018, counsel to the plaintiff, Okechukwu Edeze, informed the court of the attempts made by the defendants to sell Etisalat Nigeria Limited.
“Consequently, this honourable court made another order of status quo, directing parties to refrain from tampering with the subject matter of the suit. “Despite the orders of this honourable court made on October 10, 2018, the defendants went ahead and sold Etisalat Nigeria limited, rebranded as 9moible, to Teleology Nigeria Limited with impunity.” They asked the court to, in the interest of justice, make an order setting aside the sale of Etisalat Nigeria Limited which was rebranded as 9moible to Teleology Nigeria Limited. In a statement issued by the Company Secretary/ Legal Adviser, 9mobile, Ore Olajide, said that 9mobile was not a party to the suit before the court and the court did not nullify the sale of EMTS.
It said the Federal High Court had on April 1, 2019, made an order for parties to maintain status quo as at April 25, 2018 The company explained that the judgement of Justice Binta Nyako of the Federal High Court was not about the sale of EMTS but rather, the transfer of the licence even without locus standi.
The company, therefore, described the news as incorrect, misleading, mischievous and total falsehood.
EMTS (9mobile) said it had, however, appealed the order and also sought an injunction pending appeal at the Court of Appeal. Olajide said, “The sale of 9mobile to Teleology Nigeria Limited has not been nullified. The court made an order to maintain status quo as at April 25, 2018, when EMTS was not a party to the suit and we have appealed the ruling as well as sought an injunction pending appeal at the Court of Appeal”. EMTS assured subscribers and all stakeholders to remain calm as matters were under control as the company’s team of legal counsels would follow through as deemed necessary. Punch
