The Federal High Court, Lagos, has declared the attempted takeover of Eko hospital by Geoff Ohen Ltd, through the alleged acquisition of more than 30 per cent shares of the company without due process as unlawful and illegal.
The trial judge, Cecilia Olatoregun said the 1st and 2nd respondents, (Geoff Ohen Ltd and Dr Geoffrey Ohen) failed to comply with the provisions of section 134 (1)(2) of the Investment and Securities Act (ISA).
She declared that the respondents also failed to disclose their shareholding standing in Ekocorp, when the board discussed the issue of the private placement.
The judge held that they also failed to obtain shareholders’ approval at the Annual General Meeting before the Securities and Exchange Commission (SEC) approval for the private placement was sought and obtained.
The court therefore concluded that SEC was misled by a false resolution in approving the scheme, stating that there is no evidence that regulations 89, 90(I), (11) and (IV) of the SEC rules and regulations were complied with.
She ruled that the basis upon which SEC granted its approval is non-existent.
“The approval must fail. Same is set aside,” the judge held.