Investors seeks resolution to Barbican Capital, FBN Holdings legal tussle
Members of the minority investor community have requested a resolution to the new legal dispute at FBN Holdings involving the shareholding of Barbican Capital Limited, which is linked to billionaire businessman Oba Otudeko.The shareholders made their case on Monday, after Barbican Capital sued FBN Holdings for allegedly undervaluing its stake in the financial institution, according to The Punch.
Barbican Capital accused FBN Holdings of altering its 5.4 billion Holdco shares in a case filed before a Federal High Court in Lagos.
Barbican Capital held 4,886,062,743 shares (13.61 percent) in the unaudited consolidated financial accounts for the fiscal year ending December 31, 2023. However, according to the audited figures, Barbican Capital's direct holding decreased to 3,110,400,619 (8.67%), with the note "As verified by the Central Bank of Nigeria" added.
Barbican's first and second quarter financial statements, submitted to the Nigerian Exchange Limited, showed the same 3,110,400,619 (8.67%) figure.
In suit no. FHC/L/CS/ 1172/24, filed on its behalf by Bode Olanipekun, SAN, the investment firm claimed to have acquired approximately 5,386,397,202 shares over the years and at various times, accounting for 15.1% of FBNH's total shares listed on the NGX.
Barbican Capital also provided a report from the Central Securities Clearing System outlining its overall portfolio.
According to the CSCS report filed with the court, the company owned 5,386,397,202 shares (15.01 percent) on May 23, 2024 and 4,886,062,743 shares (13.61 percent) in December 2023.
The firm stated that its shareholding increased 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.
To support its shareholding, the Otudeko-linked entity claimed 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 that it had never sold its shares.
Minority investors demanded that the company's new legal dispute be resolved.
Boniface Okezie, President of the Progressive Shareholders Association of Nigeria, contended that the case was straightforward and should never have reached the courts.
He also stated that having legal issues involving the bank was bad for its image.
"This is a straightforward issue. The CSCS has data on the Holdco's shareholding. Let everyone sit down, including the CSCS and the registrar, and give Barbican Investment their shares. Instead of allowing them to take legal action, they should provide them with an accurate shareholding. Every time the court rules on FBN Holdings, it is not good. They should resolve this issue once and for all. "They should stop making a mountain out of nothing," Okezie said.
Taiwo Oderinde of the Proactive Shareholders Association of Nigeria stated that Barbican Capital was simply protecting its interests, as any investor would.
Oderinde stated, "As an FBN shareholder, whether a 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 consulted the regulators. I maintain that this situation could have been resolved without escalating to this point. It has done so because there has been animosity between them in the past.
"My advice is that this matter be resolved in the best interests of the institution; unborn children will continue to work and invest in FirstBank. They should put aside their personal differences and work together to move the company forward."
FBN Holdings stated in its annual general meeting notice that it would seek shareholder approval to raise approximately N350 billion by issuing shares in the Nigerian or international capital markets, either through a public offering, private placement, or rights issue.
Another shareholder, Ayoola Gilbert, stated, "There may be glitches from the bank or the registrar in terms of the number of their holdings that can be resolved outside of court." Minority shareholders have encountered such issues and have resolved them amicably."
In 2023, FBN Holdings was embroiled in a legal battle 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 holding its 11th Annual General Meeting.
However, FBN Holdings denied receiving such an order.
The situation escalated to the point where some shareholders staged a protest at the bank's headquarters, demanding regulatory intervention so that the AGM could take place.
The AGM was conducted virtually.
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