First Bank sued by largest shareholder Barbican over shares slash

• Published On: 12 August 2024 at 18:42

Barbican Capital Ltd, an investment firm, has sued First Bank Nigeria Holdings (FBNH) in Lagos' Federal High Court over the bank's alleged 5.4 billion share change.

Barbican Capital claimed in suit no. FHC/L/CS/ 1172/24, filed on its behalf by Bode Olanipekun, SAN, that it cumulatively acquired approximately 5,386,397,202 shares representing 15.1% of FBNH's overall share listed on the Nigerian Stock Exchange, NSE, according to Businessday.

It stated that its share purchases and dates of issuance were accurately recorded by FBNH appointed Registrars, Meristem Registrar and Probate Service Ltd, and were also acknowledged in the Central Securities Clearing System, which included the value of its shares with the bank.

The firm also stated that in its Unaudited Consolidated Financial Statement for the fiscal year ending December 31, 2023, FBNH acknowledged its significant share value, which accounted for 13.61% of the bank's total shares.

As evidence of its ownership claim, the Oba Otudeko-owned Barbican stated 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.

The company, however, claimed that it was taken aback when, in May 2024, FBNH stated in its publication of 'Substantial Interest in Shares' that its shares had been reduced in size to 3,110,400,619, representing 8.6% of the bank's total shares.

Insisting that it had never sold its shares to a third party, the firm criticised FBNH's share value in its 'Unaudited Financial Statement for the year ended March 31, 2024,' claiming that it contradicted the CSCS statement of May 2024, which indicated that its shares had indeed increased to 5,386,397,202.

Barbican Capital stated that it attempted to bring FBNH's attention to the deliberate change of its shares, but that the bank attempted to shift the incorrect representation to the Central Bank of Nigeria.

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, as well as a 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."

Other reliefs include: "A declaration that the plaintiff's shareholding in the defendant stands at 5,386,397,202 (as of July 1, 2024) as reflected in the dematerialised records of the CSCS.

"A declaration that the plaintiff is entitled to all membership benefits with respect to all shares recorded as owned by it in the defendant company as reflected in the CSCS's dematerialised records.

"A declaration that all of the plaintiff's shares in the defendant are his personal property, with all rights and privileges that come with it.

"A declaration that the plaintiff's shareholding in the defendant cannot be altered, dissipated, reduced, diminished, or stated incorrectly in a manner that violates the plaintiff's right to own property.

"A declaration that the defendant lacks the authority to erroneously state the plaintiff's shareholding in any way or manner, or through any outlet or deal with the said shareholding and rights pertaining thereto, that differs 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 suit's final hearing on July 19, 2024, before Justice A.O Faji, FBN attorney Buchi Obulue moved to join the CBN in the case.

The court granted the application, which the plaintiff's lawyer did not contest, and the case was adjourned until October 2, 2024, for the hearing of the originating summons.