Members of the minority investors community have asked for a resolution of the fresh legal dispute at FBN Holdings involving the shareholding of Barbican Capital Limited, which is linked to billionaire businessman, Oba Otudeko.
The shareholders made their plea on Monday, after Barbican Capital sued FBN Holdings for allegedly undervaluing its interest in the financial institution, according to The Punch.
In the case filed before a Federal High Court in Lagos, Barbican Capital accused FBN Holdings of altering its 5.4 billion shares in the Holdco.
According to the unaudited consolidated financial accounts for the fiscal year ending December 31, 2023, Barbican Capital’s shareholding was 4,886,062,743 (13.61 percent). However, in the audited figures, Barbican Capital’s direct holding fell to 3,110,400,619 (8.67%), with the note “As verified by the Central Bank of Nigeria” added to it.
The same 3,110,400,619 (8.67%) was recorded for Barbican in the Holdco’s first and second quarter financial statements submitted with the Nigerian Exchange Limited.
The investment firm, in suit no. FHC/L/CS/ 1172/24, filed on its behalf by Bode Olanipekun, SAN, claimed that over the years and at different times, it cumulatively acquired about 5,386,397,202 shares, representing 15.1 per cent of FBNH overall shares listed on the NGX.
Barbican Capital also supplied a report from the Central Securities Clearing System indicating its overall holdings.
According to the CSCS report tendered before the court, as of May 23, 2024, the company owned 5,386,397,202 shares (15.01 per cent) and held 4,886,062,743 shares (13.61 per cent) as of December 2023.
The firm stated that its shareholding climbed from 13.61 percent as reported by FBN Holdings in its unaudited results to 15.01 percent after Honeywell consolidated 1.5 percent of its related shares with Barbican.
In support of its shareholding, the Otudeko-linked entity asserted that it received dividend payments from FBNH for all of its 5,386,397,202 shares between November and December 2023 for the fiscal year ending December 31, 2022, and had never disposed its shares.
Speaking on the fresh legal tussle in the company, the minority investors called for the matter to be resolved.
The President of the Progressives Shareholders Association of Nigeria, Boniface Okezie contended that it was a straightforward case that should never have reached the courts.
He added that having legal tussles involving the bank was not good for its image.
“This is a straightforward matter. The CSCS has the data of the shareholding in the Holdco. Let everybody sit down, the CSCS, and the registrar, and give Barbican Investment their shares. They should give them their accurate shareholding instead of allowing them to resort to the courts. Every time, the court issues on FBN Holdings, that is not good. They should settle this matter once and for all. They should stop making a mountain out of nothing,” Okezie stated.
Taiwo Oderinde of the Proactive Shareholders Association of Nigeria submitted that Barbican Capital was merely protecting its interest as any investor would.
Oderinde said, “As a shareholder of FBN, whether minority or core investor, you will always want to protect your investment. This matter could have been resolved without taking the matter to the court. They could have involved the regulators. I insist that this matter could have been resolved without it escalating to this stage. It has done so because there has been rancour among them in the past.
“My advice is that this matter should be resolved in the interest of the institution; children unborn would still work and invest in First Bank. They should forget their personal issues and work together and move the company forward.”
FBN Holdings stated in its annual general meeting notice that it would seek shareholder approval to raise about N350 billion through the issuance of shares in the Nigerian or international capital markets, either through a public offering, private placement, or rights issue.
Another shareholder, Ayoola Gilbert, said, “There can be glitches which can happen from the bank or the registrar in terms of the number of their holdings and that can be settled out of court. Minority shareholders have experienced such glitches and have resolved amicably.”
FBN Holdings faced a legal debacle in 2023 over its annual general meeting.
Court rulings published in national publications indicated that the Federal High Court in Lagos had issued an order prohibiting the financial institution from having its 11th AGM.
However, FBN Holdings denied being served such an order.
The matter got to a state where some shareholders staged a protest at the head office of the bank demanding regulatory intervention for the AGM to hold.
The AGM was held virtually.
