A Federal High Court sitting in Ikoyi, Lagos, has dismissed a preliminary objection filed by Lafarge Africa Plc seeking to halt a suit challenging its proposed sale of majority shares to a Chinese firm, Huaxin Cement Limited.
Justice Lewis Allagoa on Thursday ruled that the court has jurisdiction to hear the suit brought by Strategic Consultancy Limited, a Nigerian company and minority shareholder in Lafarge.
The judge rejected Lafarge’s motion to strike out the case for lack of jurisdiction, marking a significant legal setback for the cement giant.
“The 1st and 2nd defendants’ motion objecting to the Court’s jurisdiction is hereby dismissed,”;; Justice Allagoa stated in his ruling delivered on Thursday.
The suit, filed by Strategic Consultancy Limited, is challenging Lafarge’s planned sale of 83.81% of its shares; currently held by Holcim Group to Huaxin Cement, a foreign company based in China.
The plaintiff alleges that the sale was conducted secretly and without the knowledge or involvement of minority shareholders.
According to court filings, Strategic Consultancy argued that the planned sale violates provisions of the Companies and Allied Matters Act (CAMA) 2020, the Securities and Exchange Commission Act, and the Nigerian Investment Promotion Act.
“The purported sale was done surreptitiously and without affording Strategic Consultancy Limited and other minority shareholders the opportunity to acquire the shares,”;; the plaintiff stated in its originating summons.
Represented by senior advocate Dr. D.A. Awosika (SAN), Strategic Consultancy also contended that Huaxin Cement is not registered in Nigeria, thus making the transaction unlawful under Nigerian regulations.
Lafarge, represented by Babatunde Fagbohunlu (SAN), and Holcim Group, represented by Uzoma Azikiwe (SAN), had urged the court to dismiss the case on grounds that it lacked the jurisdiction to entertain it. However, Justice Allagoa disagreed.
In a related development, the judge also granted the plaintiff’s request to join Caricement BV (Netherlands) and Associated International Cements Ltd (England) as 5th and 6th defendants respectively, having been identified by the respondents as the actual shareholders involved in the transaction.
“It is hereby ordered that the persons sought to be joined herein and hereby joined as prayed, and leave to issue and serve the Originating Summons out of jurisdiction is hereby granted,”;; Justice Allagoa ruled.
The case has been adjourned to June 11, 2025, for further proceedings.
