An investment firm, Barbican Capital Limited drags First Bank Nigeria Holdings (FBNH) to court over the alleged manipulation of its 5.4 billion shares, but First Bank of Nigeria (FBN) which owns FBNH puts up a strong defense
By Udoka Ekeleme, Abuja
Barbican Capital Ltd, an investment company, has dragged First Bank Nigeria Holdings (FBNH), before a Federal High Court in Lagos over the alleged alteration of its 5.4billion shares by the bank.
In the suit no. FHC/L/CS/ 1172/24, filed on its behalf by Bode Olanipekun, SAN, Barbican Capital claimed that over the years and at different times, it cummulatively acquired about 5,386,397,202 shares representing 15.1% of FBNH overall share listed on the Nigerian Stock Exchange, NSE.
It stated that its shares purchases and dates of issue, were adequately captured by FBNH appointed Registrars, Meristem Registrar and Probate Service Ltd and further acknowledged in the Central Securities Clearing System, (CSCS), which contained its value of shares with the bank.
Barbican Capital further maintained that FBNH in its Unaudited Consolidated Financial Statement for the year ended December 31, 2023 acknowledged its substantial share value representing 13.61% of overall shares of the bank.
As a validation of it ownership claim, the Oba Otudeko’s owned Barbican stated that it received dividends payment from FBNH for all its 5,386,397,202 shares between November and December 2023 for the full year ended December 31, 2022.
The firm however averred that it was shocked when in May 2024, FBNH in its publication of ‘Substantial Interest in Shares’, stated that its shares had reduced in quantum to 3,110,400,619 representing 8.6% of the bank’s overall shares.
Insisting that it at no time divested its shares ownership to any third party, the firm faulted the shares value posted by FBNH in its ‘Unaudited Financial Statement for the year ended March 31, 2024, which it said was contrary to the CSCS statement of May 2024 which indicated that its shares had indeed appreciated to 5,386,397,202.
Barbican Capital averred that it made efforts to draw the attention of FBNH to the deliberate alteration of its shares but that the bank sought to shift the erroneous representation to the Central Bank of Nigeria, CBN.
Part of the reliefs sought by the plaintiff include a declaration, that it is a member of the defendant company by virtue of its shareholding in the defendant and a further declaration, “that the number of shares contained/entered in defendant‘s register of members/records of members relating to the plaintiff, is representative of the number of shares held by the plaintiff in the defendant.”
Barbican also seek, “A declaration, that the plaintiff’s shareholding in the defendant stands at 5,386,397,202 (as at July 1, 2024) reflected in the dematerialised records of the CSCS.
“A declaration, that the plaintiff is entitled to all the benefits of membership in respect all shares recorded as owned by it in the defendant company as reflected in the dematerialized records of the CSCS.
“A declaration, that all the shares held by the plaintiff in the defendant are the plaintiff’s personal property, with all rights and privileges appertaining. thereto. ,
“A declaration, that the plaintiff’s shareholding in the defendant cannot be altered, dissipated, reduced, diminished, or erroneously stated in a manner inconsistent with the plaintiff’s right to own property.
“A declaration that the defendant lacks the vires to erroneously state the shareholding of the plaintiff in any way or manner or vide any outlet or deal with the said shareholding and rights appertaining thereto, different from the actual number of shares held by the plaintiff.
“An Order of perpetual injunction, restraining the defendant, whether by itself, its officers, agents, servants, assigns, privies or anyone acting on its behalf, from altering or continuing to alter, erroneously stating or continuing to erroneously state, dissipating or continuing to dissipate, reducing or continuing to reduce, diminishing or continuing to diminish the plaintiff’s shareholding in the defendant. “
At the last hearing of the suit on July 19, 2024 before Justice A.O Faji, FBN counsel, Buchi Obulue, moved an application seeking to join the CBN in the suit.
The application which was not opposed by the plaintiff’s lawyer was granted by the court and the matter was adjourned till October 2, 2024 for hearing of the originating summons.
The court also gave CBN 8 days to file its processes.
In defence, the Central Bank of Nigeria (CBN), and FBN Holdings Plc have asked a Federal High Court sitting in Lagos to dismiss a suit filed by an investment firm, Barbican Capital Ltd, over alleged alteration of its alleged 5,386,397,202 units of shares in the bank.
The Plaintiff (Barbican Capital Limited), an affiliate company of Honeywell Group Limited, in suit no. FHC/L/CS/ 1172/24, 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 share listed on the Nigerian Stock Exchange, NSE.
It stated that its shares purchases and dates of issue, were adequately captured by FBNH appointed Registrars, Meristem Registrar and Probate Service Ltd and further acknowledged in the Central Securities Clearing System, CSCS, which contained its value of shares with the bank.
However, FBN Holdings Plc in a written address filed in court in response to the Motion on Notice filed by its counsel, Babajide Koku, SAN, informed the court that the Plaintiff deliberately concealed the fact of an ongoing verification exercise by the Central Bank of Nigeria, CBN, of its alleged significant shareholdings.
The bank stated that the primary purpose of instituting the suit was to circumvent the verification exercise and the decision taken by the CBN against Barbican Capital Limited (Plaintiff).
It stated that on July 7, 2023, the Plaintiff in accordance with the regulatory laws and policies, notified the defendant (FBN Holdings Plc) that it had acquired units of shares and, therefore, held a shareholding amounting to about 4,770.269,843 units of shares. This shareholding was about 13.3 per cent of the Defendant’s shareholding.
It stated that by the Central Bank of Nigeria, CBN, guidelines for Licensing and Regulation of Financial Holding Companies in Nigeria (issued pursuant to the Central Bank Act of 2007 and Banking and Other Financial Institutions Act 2004), Financial Holding, Companies (including the Defendant) require prior approval to be sought from CBN before the purchase of a FHC’s shareholding of 5 per cent and above. Or, in the event that the share units are purchased on the secondary market, to notify the CBN within 7 days from the date of the purchase to obtain a ‘No Objection’ or approval from the CBN.
