The Supreme Court has quashed an earlier decision by a commercial court , that dismissed an application by Republic Bank to strike out a suit filed by HFC Bank.
HFC bank had on 23rd May 2014, sued the Republic Bank and the Securities and Exchange Commission (SEC) for what it alleged were breaches of the SEC Code on Takeovers & Mergers in Republic Bank’s attempt to do a mandatory takeover of HFC Bank by purchasing of HFC shares held by the Union Bank of Nigeria.
HFC Bank had also applied for an interim injunction against Republic Bank and the SEC.
That suit prayed the court to allow its case against the Republic bank, to be heard in the court, rather than let the Securities and Exchange Commission deal with the matter.
The Republic bank had also filed a suit praying the court to dismiss the application and allow SEC to take over the matter.
Republic bank argued that HFC Bank should have submitted a complaint to SEC to investigate the alleged wrongdoing by Republic Bank before filing the action in court.
It also stated that the action was not authorised by the Board of Directors of HFC and the fact that HFC Bank accused Republic Bank of engaging in “insider trading”, which is a criminal offence, means that the action can only be prosecuted by the Attorney-General as a criminal case and not as a civil case.
Republic bank also argued that the action is vexatious and an abuse of the court’s process.
However, the commercial court dismissed the application by Republic bank.
The court held that HFC Bank was justified in not first submitting a complaint to the SEC, because the SEC’s actions in the transaction raise questions of bias and impartiality.
HFC Bank therefore had legitimate fears that it had a very slim, if not impossible chance of getting a fair hearing before the SEC.
However a five member panel of the Supreme Court presided over by Justice William Atuguba today 17 December,2014, unanimously granted the application of Republic Bank of Trinidad and Tobago.
The supreme Court also ordered the court not to proceed any further with the case.
This means Republic Bank can proceed with their offer document to the Securities and Exchange Commission.
Speaking exclusively to Citi Business News after the court proceedings , the director of African Operations of Republic
Bank Robet Le Hunte said they were excited by the ruling.
By: Rabiu Alhassan/citifmonline.com/Ghana