A Federal High Court in Ikoyi, Lagos, has ordered that “the status quo be maintained” in a case seeking an interim injunction restraining parent company, PZ Cussons (Holding) Limited, and PZ Cussons NPZPm proceeding with their planned Extraordinary General Meeting (EGM) slated for Thursday, March 13, 2025.
Justice D.E. Osiagor issued the ruling following an ex parte motion filed by a minority shareholder in PZ Cussons Nigeria against PZ Cussons and nine others in a suit marked FHC/L/CS/467/2025.
The shareholder’s case is that, sometime in June 2022, PZ Cussons (Holding) advanced an intercompany loan of $40,260,000 to PZ Cussons Nigeria (the 2nd Respondent) for operational costs and to meet its Nigerian payment obligations arising from foreign exchange losses.
According to him, at the time the intercompany loan was issued, it was structured as a plain vanilla debt with no option to convert it into equity in PZ Cussons Nigeria.
“Years after the intercompany loan was issued, when Nigeria’s foreign exchange situation stabilized and the company’s financial statements showed an EBITDA of about N33 billion alongside an annual growth rate of 50%—demonstrating the 2nd Respondent’s ability to service the loan—the arrangement was suddenly altered.
“In this favourable position, the Respondents proceeded to contrive a debt-to-equity conversion arrangement intended to benefit themselves. They carefully monitored and selected a sale price of N23.60 per share, almost 40% lower than the prevailing market price as of March 4, 2025, effectively diluting the shares of hardworking Nigerian investors,” he added.
The shareholder further argued that the actions of Joyce Coker and others, in concert with PZ Cussons, constituted a breach of their fiduciary duties and an abuse of their positions to the detriment of the applicant and other minority shareholders.
What Transpired in Court
In the motion filed by his lawyer, Akem Mbaba of Adesokan & Ajayi LP (AALP), the shareholder sought an order of interim injunction restraining the Respondents from convening an Extraordinary General Meeting or any other board or members’ meeting of PZ Cussons Nigeria (the 2nd Respondent) for the purpose of transacting the agenda items outlined in the notice dated February 14, 2025, pending the determination of the motion on notice for an interlocutory injunction.
The legal team also sought:
“An order of interim injunction restraining the 1st to 10th Respondents from transacting, advancing, or proceeding with any agenda items in the notice of the Extraordinary General Meeting dated February 14, 2025, or passing any resolution to give effect to those agenda items, pending the determination of the motion on notice for an interlocutory injunction.
“An order of interim injunction restraining the 1st to 10th Respondents from taking any step or making any omission capable of undermining the rights, privileges, and interests of the Applicant concerning his shareholding and membership in the 2nd Respondent, pending the hearing and determination of the motion on notice for an interlocutory injunction.”
What the Judge Said
After reviewing the legal submissions, the judge ordered that “the status quo should be maintained pending the hearing of the motion on notice.”
The judge then fixed April 1, 2025, for the hearing.
