BEDC Takeover: Vigeo Begins Contempt Proceedings Against BPE, Others

Legal advisers to Vigeo Power Limited, majority shareholders of Benin Electricity Distribution Company Plc (BEDC), have commenced contempt proceedings against defaulters for alleged illegal takeover of the company.

The law firm of Kunle Adegoke, lawyers to Vigeo Power Ltd, said the contempt proceedings has become imperative because the attention of its client had been drawn to a publication issued by the Bureau of Public Enterprises (BPE) on Wednesday, the 13th day of July, 2022, in which it justified its attempts at ‘illegally’ taking over the BEDC Electricity Plc despite the orders of injunction issued by the Federal High Court, Abuja on the 8th day of July, 2022 in Suit No. FHC/ABJ/CS/1113/2022 between Vigeo Power Limited v. Fidelity Bank Plc & 7 Ors.

Recall that the BPE had insisted that the board of BEDC was already reconstituted before a court order stopping the move was procured.

Benin DisCo board was reconstituted on July 5, 2022 alongside those of Kano, Kaduna, Ibadan and Port Harcourt.

However, BEDC had on July 8, 2022, obtained an Interim Order of the Federal High Court in an attempt to halt the board’s reconstitution process.

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Director general of BPE, Alex Okoh, had explained in a statement, on Tuesday, that the order was obtained after the new boards had been reconstituted on July 5, 2022.

But Vigeo legal advisers, in a statement yesterday, said,

“It is on record that the total shareholding of the Bureau of Public Enterprises and the Ministry of Finance in BEDC is just 40 per cent making the two of them minority shareholders which pales into insignificance in the face of the 60 percent shareholding held by Vigeo Power Limited, our client,” the lawyers explained.

The law firm remarked that, “It is sad that in a worst form of brigandage unknown to Companies and Allied Matters Act (CAMA) and the Shareholders’ Agreement dated the 21st day of August, 2013 which is subsisting among the parties, the BPE, using Fidelity Bank Plc as a front, has decided to take over a company that is not indebted to either BPE or Fidelity Bank using the naked force of state power.”

According to the legal advisers, “Contrary to the impression sought to be created by BPE in the publication referred to above, Vigeo Power Limited’s 60 per cent shareholding in BEDC was never collaterised in any loan transaction with Fidelity Bank Plc or any other financial institution.”

They contended that, “It is also the case that it is unknown to CAMA or the shareholder’s agreement subsisting among the parties that BPE can, by unilateral declaration, dissolve the board of BEDC and appoint its own preferred persons to take over the management of BEDC. Were that to be allowed, it means any minority shareholder can unilaterally take over the management of a company under the guise of enforcing a non-existent loan transaction.”

The legal advisers observed that, “Furthermore, the orders of the Federal High Court in the suit mentioned above directly:a. restrains Fidelity Bank Plc, BPE and any other agency of government, from altering or further altering the board composition of BEDC Electricity Plc or working in concert with any person or party to alter the board composition of BEDC;

1. restrains BPE and the persons it purportedly appointed as directors of BEDC, namely, K. C. Aguma, Adeola Ijose, Henry Ajaghawa, Charles Onwera and Yomi Adeyemi (4th -8th Defendants respectively) “from parading themselves or holding themselves out as directors of the BEDC, pending the hearing and determination of the Motion on Notice”;
2. restrains BPE and the persons it purportedly appointed as directors of BEDC, namely, K. C. Aguma, Adeola Ijose, Henry Ajaghawa, Charles Onwera and Yomi Adeyemi (4th – 8th Defendants respectively) “from taking over the management and control of the affairs, assets and undertakings of the BEDC, pending the hearing and determination of the Motion on Notice” before the Court.

They also noted with grave concern, BPE’s dubious attempt to misrepresent the sequence of the relevant events, in a bid to justify its flagrant disregard of the extant orders of court, remarking that in its publication earlier mentioned, BPE mischievously claims that it had completed the unlawful takeover of BEDC before the court granted the injunction on the 8th day of July, 2022.

“It is very strange that an organisation like BPE that should be steeped in corporate governance principles seems to believe that the directors of a company regulated by CAMA can be removed and/or appointed by mere declaration on the pages of newspapers, and without following the process prescribed by CAMA and the Shareholders Agreement between VPL and BPE. Till date, it is still the lawful directors jointly appointed by VPL and BPE that are recognized at the Corporate Affairs Commission (CAC),” the law firm stressed.

They noted that, “It is very disheartening that a government entity that is supposed to attract private capital and expertise to enterprise previously owned by government will dishonourcontracts, disregard rule of law and act in a brazen manner characteristic of executive lawlessness capable of destroying business investments just to satisfy some difficult-to-understand primordial interests.

“Even further disturbing is the fact that there was no written official document to BEDC or Vigeo Power introducing the persons and stating the reason why such persons have turned up. All information gathered are from BPE website and public announcements.”

The law firm of Adegoke (SAN) argued that, “Such executive lawlessness has been clearly deprecated by the Supreme Court in Miliary Governor of Lagos State v. Ojukwu [1986] 1 NWLR (Pt. 18) 621 @ 638 paras E – G where the apex Court emphasised the importance of the rule of law and the need to defer to the judiciary in the counsel of perfection that has been oft-cited to uphold rule of law in all affairs of every Nigerian.”

The lawyers, therefore, urged

members of the public to disregard and condemn the acts of lawlessness embarked upon by the BPE, Fidelity Bank Plc and their co-travellers

as they have commenced contempt proceedings against all defaultersof rule of law involved in this misadventure.