By Tony Amokeodo

Monday, 29 Nov 2010

SOME aggrieved shareholders of Centre Point Bank Plc have filed legal action before a Federal High Court in Lagos against Unity Bank Plc and some of its principal officers, challenging the alleged unfair treatment in the merger arrangement.

The plaintiffs , who are demanding for N500m damages , had also joined the managing director and chief executive officer of Unity Bank, Alhaji Falalu Bello, the chairman, Board of Directors, Prof. Akin Mabogunje, Unity Kapital Assurance, Security and Exchange Commission and Central Bank of Nigeria as co-defendants to the suit.

The plaintiffs is asking the court to set aside the approval of the scheme of arrangement for Unity Bank merger on the grounds that it was obtained by fraud.

They are also seeking an order amending the order of the FHC transferring and vesting in Intercity Bank Plc all the assets, undertakings and liabilities of Centre Point Bank Plc and an order assigning a seat on the board of Unity Bank to a nominee of Centre Point Bank with full rights and privileges effective from the date of the merger .

In the suit by the former chief executive officer of Central Point Bank, Chief Dennis Odife and Amek Holdings Limited (the company appointed to represent the interest of shareholders of Centre Point Bank on behalf of the said aggrieved shareholders), the plaintiffs alleged that the defendants had through devaluation of assets, suppression of facts and figures, denied the plaintiffs a representative seat on the board of Unity Bank.

The plaintiffs further alleged that the defendants wrongfully understated and devalued some of plaintiffs‘ assets and excised others from the merger arrangement.

They also claimed that it was on the basis of the scheme of the merger and information provided in the court papers filed in suit FHC/L/CS/1198 indulging the wrong information, that the entire assets and liabilities of Centre Point Bank Plc were being acquired by Intercity Bank Plc as acquiring bank under the scheme that the FHC granted its order of December 22, 2005.

The plaintiffs further alleged that as part of its scheme to undervalue one of its assets, Centre Point‘s head office at 497, Abogo Langema Street, Central District, Abuja, the defendants allegedly misstated the date of valuation to be 2004 instead of 2003 in the scheme of the merger document.

They also alleged that the defendants incorporated the purported re-valuation of this fixed asset in the financial records of the consolidated bank and thereby denied the plaintiffs a total value of N400m which shares were not issued in their favour and which they were entitled to in Intercity Bank Plc renamed Unity Bank Plc despite several protests.

The plaintiffs further claimed that the defendants excised and did not take over the following assets of Centre Point Bank Plc: a loan of N872.5m due from Ferdinand Oil Mills Plc, Centre Point Investment Limited, Centre Point Trustees Limited, Langema Street Properties with its 14-bungalow housing estate in Nasarawa State and 12 plots of land located in various parts of Abuja.

It was also averred that in spite of the fact that the defedants were alleged to have refused to take over all the assets and liabilities of the defunct bank, they went ahead to transfer and take over the following quoted shares belonging to the defunct bank in the following companies: First Bank, Ferdinand Oil Mills Plc, Mutual Benefits Assurance and Centre Point Unit Trust.

No date has been fixed for the hearing of the case.

Source: Punch