COURT DISMISSES LAFARGE’S OBJECTION ON JURISDICTION IN SHARE SALE DISPUTE

A Federal High Court in Ikoyi, Lagos, has struck out Lafarge Africa Plc’s motion challenging the court’s jurisdiction to hear a lawsuit over its planned share sale to a Chinese investor. The ruling followed a suit filed by Strategic Consultancy Limited—a Nigerian company and shareholder in Lafarge Africa—opposing the proposed transaction.

Strategic Consultancy sued Lafarge Africa, its parent company Holcim Group, Nigerian Exchange Limited, and the Central Securities Clearing System, seeking to block the planned sale of Holcim’s 83.8 percent stake in Lafarge Africa to Huaxin Cement Limited, a Chinese firm.

Lafarge Africa, listed on the Nigerian Exchange, had acquired 83 percent of shares in three government-owned cement firms during the 2001–2002 privatization exercise. Holcim Group, the Swiss multinational that owns 83.81 percent of Lafarge Africa’s issued share capital, informed the Securities and Exchange Commission that the transaction was part of an internal restructuring.

However, Strategic Consultancy argued that the deal was conducted secretly, excluding minority shareholders from participating, and violated key laws including the Companies and Allied Matters Act, 2020, the Securities and Exchange Act, and the Nigeria Investment Promotion Act. The plaintiff claimed the transaction infringed upon minority shareholder rights and involved unregistered foreign entities.

After considering submissions from the plaintiff’s counsel, Dr. D.A. Awosika (SAN), and defense counsel Babatunde Fagbohunlu (SAN) and Uzoma Azikiwe (SAN), Justice Lewis Allagoa, in a ruling delivered on Thursday, May 15, dismissed the defendants’ preliminary objection challenging the court’s authority. “The motion of the first and second defendants objecting to the Court’s jurisdiction is hereby dismissed,” the judge ruled.

Justice Allagoa further ordered that Caricement BV, Netherlands, and Associated International Cements Ltd, UK—alleged owners of the shares in question—be joined as the fifth and sixth defendants in the suit.

Additionally, the court granted the plaintiff leave to serve the newly joined parties outside the court’s jurisdiction. “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,” the judge stated.

The case has been adjourned to June 11, 2025, for further proceedings.