First Bank of Nigeria Holdings Plc (FBNH) has insisted on electing Femi Otedola, its former highest single shareholder as a director despite opposition from other shareholders.
FBNH has also amended the agenda of its disputed Annual General Meeting (AGM) to include the raising of the capital of N150bn through the right issues.
This was disclosed in a filing seen on Wednesday.
A rights issue is an invitation to existing shareholders to purchase additional new shares in the company.
The bank had announced its AGM to hold on August 15, 2023, where it plans to elect Samson Oyewale Ariyibi as an Executive Director and Olufemi Otedola as Non-Executive Director.
But Olusegun Samuel Onagoruwa petitioned FBN Holdings upon which the order was obtained in suit No: FHC/L/CP/1271/2022.
The order which was addressed to Nnamdi Okonkwo, FBN Holdings Chairman said, “Take notice that unless you obey the directives in the Judicial Order contained in the Order made on the 15th July, 2022 by the Federal High Court, Lagos, by refraining from proceeding with the 11th Annual General Meeting of FBN Holdings Limited proposed for 15th August 2023 from seeking approval to issue or raise share capital in any manner whatsoever, from appointing or confirming the appointment of new directors, or in any other manner taking any step towards implementing, actualising enforcing resolution of the 10th Annual General Meeting of FBN Holdings Plc held on 20th June 2022 or in any other manner overreaching, disobeying or undermining the said Order of court, you will be guilty of contempt of court and you will be liable to be committed to prison and to there imprisoned.”
In a swift reaction, the shareholders group under the aegis of the Trustee Shareholders Association of Nigeria, TSAN protested at the First Bank’s Head Office in Lagos.
Some of the protesters carried placards with inscriptions, “Otudeko, First Bank is Greater than you.’
TSAN Chairman, Mukhtar Mukhtar registers the shareholders’ displeasure of the attempt by some shareholders to prevent the AGM of the Holdings.
He also frowned at moves at preventing them from getting approval from shareholders to take critical resolutions meant for the interest of the bank.
In the regulatory filing, FBNH is still insisting on the election of two of Otedola and Ariyibi which have been opposed by Onagoruwa’s group.
The Bank said that “That there shall be a capital raise of up to N150,000,000,000.00. The capital raise transaction shall be by way of a Rights issue, on such terms and conditions and on such dates as may be determined by the Directors, subject to obtaining the approvals of the relevant regulatory authorities.
“© The Rights Issue referred to in Resolution (b) above may be underwritten on such terms as may be determined by the Directors, subject to obtaining the approvals of the relevant regulatory authorities.
“(d) That any shares not taken up by existing shareholders within the period stipulated under the Rights Issue may be offered for sale to interested shareholders of the Company on such terms and conditions as may be determined by the Directors, subject to obtaining the approvals of relevant regulatory authorities.”
Otudeko through his vehicle Honeywell Group Limited (HGL) acquired 4.7 billion shares of FBN Holdings in July 2023.
Honeywell made the acquisition through Barbican Capita Ltd which elevated Barbican’s shares to 13.3 per cent as against Otedola’s 7.57 per cent shares in the company.
FBN Holdings announced, “This is to inform the public and our stakeholders that the Company received a notification dated July 7, 2023 from Honeywell Group Limited that its affiliate, Barbican Capital Limited has acquired an aggregate of 4,770,269,843 units of shares from the Company’s issued share capital of 35,895,292,791, as at the above-referenced date.
“Based on the foregoing, the equity stake of Barbican Capital Limited in the Company is 13.3 per cent.”
In December 2021, billionaire businessman, Otedola became the single largest shareholder of FBN after acquiring 7.57 percent of the issued shares capital.