The Federal High Court in Ikoyi, Lagos, will today hear the substantive suit challenging the proposed sale of Lafarge Africa Plc’s majority shares to Chinese multinational, Huaxin Cement Limited.
The legal action was filed by Strategic Consultancy Limited, a Nigerian firm and shareholder in Lafarge Africa, which alleged that the 83.81 per cent share divestment by Holcim Group, the majority owner, was executed in a “surreptitious” manner, without due process.
At the heart of the dispute is whether the transaction violates Nigerian laws, particularly the Companies and Allied Matters Act (CAMA) 2020, the Securities and Exchange Commission Act, and the Nigeria Investment Promotion Commission (NIPC) Act.
The court will also assess whether the rights of minority shareholders have been breached, and if the transaction involved foreign entities not properly registered in Nigeria.
Lafarge Africa, listed on the Nigerian Exchange, became a major player in the cement sector after acquiring majority stakes in three formerly government-owned cement companies during the 2001–2002 privatisation exercises.
Holcim Group, a Swiss multinational, had previously informed the Securities and Exchange Commission (SEC) of an internal restructuring.
However, Strategic Consultancy claims the proposed divestment was carried out secretly, denying existing Nigerian shareholders their right of first refusal and the opportunity to acquire the shares.
The suit names Lafarge Africa, Holcim Group, Nigerian Exchange Limited, and Central Securities Clearing System as defendants. Strategic Consultancy contends that the transaction violates corporate governance principles and involves dealings with unregistered foreign entities.
At the last hearing on May 15, 2025, Justice Lewis Allagoa dismissed a preliminary objection by Lafarge Africa and Holcim Group challenging the court’s jurisdiction.
“The 1st and 2nd defendants’ motion objecting to the Court’s jurisdiction is hereby dismissed,” the judge ruled.
The court also ordered that Caricement BV (Netherlands) and Associated International Cements Ltd (England), identified as beneficial owners of the disputed shares, be joined as the 5th and 6th defendants in the suit.
It further granted leave for the new defendants to be served court documents outside Nigeria.
“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 court stated.
With jurisdiction affirmed and additional parties joined, the court will now proceed to hear the substantive issues, including the legality of the multi-billion-dollar transaction and the alleged marginalisation of minority shareholders.