Court Halts PZ Cussons’ Extraordinary General Meeting Following Minority Shareholder’s Complaint
A Federal High Court sitting in Ikoyi, Lagos, has ordered that “the status quo be maintained” in a case seeking to halt PZ Cussons (Holding) Limited and its Nigerian subsidiary from proceeding with their planned Extraordinary General Meeting (EGM) scheduled for Thursday, March 13, 2025.
Justice D.E. Osiagor issued the ruling following an ex parte motion filed by a minority shareholder against PZ Cussons and nine others in a suit marked FHC/L/CS/467/2025.
The minority shareholder alleged that in June 2022, PZ Cussons (Holding) advanced an intercompany loan of $40.26 million to PZ Cussons Nigeria (the 2nd Respondent) to cover operational costs and foreign exchange losses.
At the time, the loan was structured as a standard debt with no provision for conversion into equity. However, the shareholder claims that after Nigeria’s foreign exchange situation stabilized and PZ Cussons Nigeria recorded an EBITDA of about N33 billion with an annual growth rate of 50%, the company altered the loan arrangement to benefit insiders.
According to the claimant, the company orchestrated a debt-to-equity conversion at a sale price of N23.60 per share—nearly 40% below the prevailing market price as of March 4, 2025—effectively diluting the shares of Nigerian investors.
The claimant further accused key individuals, including Joyce Coker and other respondents, of breaching their fiduciary duties and abusing their positions at the expense of minority shareholders.
In the motion filed by his legal representative, Akem Mbaba of Adesokan & Ajayi LP (AALP), the shareholder sought an interim injunction restraining PZ Cussons and its executives from holding the EGM or passing any resolutions outlined in the meeting notice dated February 14, 2025.
Specifically, the legal team requested:
After reviewing the submissions, Justice Osiagor ruled that “the status quo should be maintained pending the hearing of the motion on notice.”
The case was adjourned to April 1, 2025, for the hearing of the pending applications.
