In a case filed at the Federal High Court in Lagos, Barbican Capital accused FBN Holdings of altering its 5.4 billion shares in the company.
According to the unaudited consolidated financial statements for the period ending December 31, 2023, Barbican Capital’s shareholding was recorded as 4,886,062,743 shares (13.61%).
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However, in the audited results, this figure was reduced to 3,110,400,619 shares (8.67%), with a note stating, “As verified by the Central Bank of Nigeria.”
The same figure of 3,110,400,619 shares (8.67%) was recorded for Barbican in the first and second quarter financial statements filed with the Nigerian Exchange Limited.
In the suit numbered FHC/L/CS/1172/24, filed by Bode Olanipekun, SAN, on behalf of Barbican Capital, the firm claimed that it had cumulatively acquired approximately 5,386,397,202 shares over time, representing 15.1% of FBNH’s total shares listed on the NGX.
Barbican Capital also presented a report from the Central Securities Clearing System (CSCS) to support its total shareholding.
According to the CSCS report submitted to the court, as of May 23, 2024, the company owned 5,386,397,202 shares (15.01%) and held 4,886,062,743 shares (13.61%) as of December 2023.
The firm claimed that its shareholding increased from 13.61%, as reported by FBN Holdings in its unaudited results, to 15.01% after Honeywell consolidated 1.5% of its affiliated shares into Barbican.
To validate its stake, the Otudeko-linked firm stated that it received dividend payments from FBNH for all its 5,386,397,202 shares between November and December 2023 for the full year ended December 31, 2022, and had not divested its shares at any time.
Reacting to the new legal conflict, minority investors called for a swift resolution of the matter.
Boniface Okezie, President of the Progressives Shareholders Association of Nigeria, argued that the issue was straightforward and should not have escalated to the courts.
He noted that legal disputes involving the bank were detrimental to its image.
“This is a straightforward issue. The CSCS holds the data on the shareholding in the company. The CSCS, registrar, and all parties should meet and provide Barbican Investment with its correct shareholding instead of allowing this to go to court.
Continuous legal battles involving FBN Holdings are not good. This matter should be settled once and for all. There’s no need to make a mountain out of a molehill,” Okezie said.
Taiwo Oderinde of the Proactive Shareholders Association of Nigeria noted that Barbican Capital was merely protecting its interests, as any investor would.
“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 going to court.
They could have involved regulators. I believe this matter escalated due to previous conflicts. It should be resolved for the institution’s sake; future generations will work and invest in FirstBank. Personal issues should be set aside to move the company forward,” Oderinde stated.
In its annual general meeting (AGM) notice, FBN Holdings announced plans to seek shareholders’ approval to raise about N350 billion through the issuance of shares via public offering, private placement, or rights issue in the Nigerian or international capital markets.
Another shareholder, Ayoola Gilbert, commented, “There can be discrepancies from the bank or the registrar regarding the number of shares, and these can be resolved out of court. Minority shareholders have experienced such issues and have settled them amicably.”
FBN Holdings faced a legal issue in 2023 regarding its AGM.
Court orders published in national newspapers revealed that the Federal High Court in Lagos had issued an order preventing the financial institution from holding its 11th AGM.
However, FBN Holdings denied receiving such an order.
The situation escalated to the point where some shareholders staged a protest at the bank’s head office, demanding regulatory intervention to hold the AGM.
The AGM was eventually held virtually.
During the last hearing of the new lawsuit on July 19, 2024, before Justice A.O. Faji, FBNH’s counsel, Buchi Obulue, filed an application to include the Central Bank of Nigeria (CBN) in the case.
The application, which was not opposed by the plaintiff’s lawyer, was granted by the court, and the matter was adjourned to October 2, 2024, for a hearing of the originating summons. The court also gave the CBN eight days to file its processes.
