A Federal High Court in Ikoyi, Lagos, has issued an order to maintain the “status quo” in a legal case seeking to stop PZ Cussons (Holding) Limited and its Nigerian subsidiary from proceeding with their scheduled Extraordinary General Meeting (EGM) on Thursday, March 13, 2025. The decision came after an ex parte motion was filed by a minority shareholder against PZ Cussons and nine other respondents in the suit marked FHC/L/CS/467/2025.

The minority shareholder raised concerns over a $40.26 million intercompany loan advanced by PZ Cussons (Holding) to PZ Cussons Nigeria in June 2022, aimed at covering operational costs and foreign exchange losses. Initially structured as a standard loan without the option for conversion into equity, the shareholder claims the arrangement was later changed in favor of insiders. As Nigeria’s foreign exchange situation stabilized and PZ Cussons Nigeria saw a 50% annual growth in EBITDA, the company allegedly altered the loan terms to allow a debt-to-equity conversion at a price of N23.60 per share, significantly below the market price, which the shareholder claims unfairly diluted the value of Nigerian investors’ shares.

The claimant further accuses key individuals, including Joyce Coker and others, of breaching their fiduciary duties and exploiting their positions at the expense of minority shareholders. The minority shareholder’s legal representative, Akem Mbaba of Adesokan & Ajayi LP (AALP), filed a motion requesting an interim injunction to prevent the EGM and any resolutions outlined in the meeting notice dated February 14, 2025.

The requested injunctions included blocking the convening of the EGM, halting any agenda items from being enacted, and preventing actions that could negatively affect the shareholder’s rights. After reviewing the motion, Justice D.E. Osiagor ruled to maintain the “status quo” until the motion is fully heard. The case was adjourned to April 1, 2025, for further proceedings.

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