Court Declares Julius Berger Sole Owner Of Primetech Design Limited After Share Deal
Highlights:
– The Federal High Court has ruled that Julius Berger Nigeria PLC is the sole shareholder of Primetech Design and Engineering Nigeria Limited after acquiring shares from Martin Brack.
– The Corporate Affairs Commission (CAC) contested this, citing CAMA 2020, which prohibits private companies from having only one shareholder. However, the court dismissed CAC’s interpretation.
– The court has directed CAC to update its records to reflect Julius Berger as the sole shareholder.
In a landmark ruling, the Federal High Court in Abuja has declared Julius Berger Nigeria PLC as the sole shareholder of Primetech Design and Engineering Nigeria Limited. Justice Obiora Egwuatu delivered the judgment following a suit filed by Primetech and Julius Berger, naming the Corporate Affairs Commission (CAC) as the sole defendant.
The plaintiffs argued that Martin Brack, a former shareholder of Primetech, transferred all his shares to Julius Berger, making Julius Berger the sole shareholder. This share transfer was approved by Primetech’s Board of Directors.
The plaintiffs presented evidence showing that the company’s board had transferred twenty units of Mr. Brack’s ordinary shares to Julius Berger in 2022, with a total share capital of N10,000,000.00 divided into 10,000,000 ordinary shares.
Despite notifying the CAC to update its Company Registration Portal (CRP) to reflect the new shareholding structure, the CAC refused, leading the plaintiffs to seek legal redress.
CAC’s Argument:
The CAC contended that under the Companies and Allied Matters Act (CAMA) 2020, private companies cannot have fewer than two shareholders. They argued that reducing the membership below two is a basis for compulsory winding up of the company.
Court’s Judgment:
Justice Egwuatu ruled that the sections of CAMA 2020 cited by the CAC apply only to public companies and companies limited by guarantee, not to private companies like Primetech. He stated that a private company with one shareholder is legally allowed to operate in Nigeria.
The judge ordered the CAC to update its records to reflect Julius Berger as the sole shareholder of Primetech, provided all statutory provisions were met.
What You Should Know:
– The Federal High Court oversees disputes between companies and government agencies.
– The CAC may appeal the verdict.
– Primetech Design and Engineering Nigeria Ltd is a subsidiary of Julius Berger, aimed at becoming Nigeria’s leading design and engineering partner.
– Julius Berger Plc reported a 30.58% gain in its stock value in March 2024, indicating strong market demand.
This ruling underscores Julius Berger’s expanding influence in Nigeria’s construction and engineering sectors, solidifying its position as a leading player in the industry.
