Oba Otudeko, a former chairman of the administrators’ board of FBN Holdings, is in search of to return to the highest hierarchy of the lender, PREMIUM TIMES can report.
Mr Otudeko was ousted in 2022 following a shake-up on the monetary establishment by the Central Financial institution of Nigeria that indicted the industrialist for breach of company governance.
In a letter dated 7 January obtained by PREMIUM TIMES, Mr Otudeko (representing Barbican Capital Restricted) and Saheed Alao (representing Industrial Mercantile and Funding Firm Restricted) wrote the top-tier lender, demanding removing of Femi Otedola, the chairman of FBN Holdings, and Julius Omodayo Owotuga, a non-executive director of the group, as administrators of the holding firm.
In keeping with the letter, Industrial Mercantile and Funding Firm Restricted holds 842.2 million shares in FBN Holdings.
Messrs Otudeko and Alao additionally requested that they each be appointed as administrators of FBN Holdings, topic to the approval of Central Financial institution of Nigeria, changing the eliminated administrators.
“Obafemi Otudeko is among the administrators sacked by the CBN in 2022. Due to this fact, will probably be an abrasion, monumental error and an ethical hazard to reappoint him on the board of the Holdco or boards of its subsidiaries,” one shareholder mentioned.
“Whether it is accomplished, the opposite members sacked with him might sue the CBN,” he added.
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The ex-FBN Holdings’ chairman holds an 8.7 per cent stake within the monetary companies group by Barbican Capital, and is second solely to Mr Otedola within the rating of prime house owners of the corporate.
Each males have at varied instances up to now tried to outdo the opposite within the rivalry for the highest possession of the holding firm, which is the mother or father of Nigeria’s oldest lender First Financial institution.
Mr Otedola at the moment holds a 13.6 per cent curiosity, translating into 5.4 billion shares, within the company. His newest share acquisition is the 534.1 million items he bought final September.
In keeping with Mr Otudeko’s letter, Industrial Mercantile and Funding Firm Restricted holds 842.2 million shares in FBN Holdings.
Barbican Capital and Industrial Mercantile and Funding Firm Restricted additionally requested within the letter addressed to Adewale Arogundade, FBN Holdings firm secretary, that a unprecedented normal assembly of the company be convened not later than the statutory 21 days from the day of the corporate’s receipt of the requisition.
The assembly will deliberate “that the capital increase within the mixture sum of N350,000,000,000.00 (300 and fifty billion Naira) or any half thereof being undertaken by the corporate be and is hereby approved to be applied by the issuance of shares by means of rights problem solely.”
The 2 shareholders acknowledged that the foregoing decision “hereby amends and shall supersede the decision handed on the twelfth Annual Normal Assembly held on 14th November 2024 relating to the elevating of extra capital for the corporate.”
FBN Holdings, on 18 October 2024, issued a discover of its twelfth annual normal assembly (AGM) scheduled to carry on 14 November 2024.
Amongst different resolutions, the group sought authorisation to undertake a capital increase of N350 billion, being a part of the plan to fulfill a brand new minimal capital requirement of N500 billion from the Central Financial institution of Nigeria.
“The capital increase transaction shall be applied by a number of transactions, by the issuance of shares by means of a public providing, non-public placement, rights problem within the Nigerian or worldwide capital markets, at worth(s) to be decided by means of a e book constructing course of or every other valuation methodology or mixture of strategies,” the AGM discover mentioned.
The capital increase proposal was authorised by shareholders on the assembly, which held in November.
FBN Holdings launched a rights problem on 4 November 2024, in search of to boost N150 billion from present shareholders by a share sale on the premise of 1 new abnormal share for each six shares held by the shareholders as of 18 October 2024. The period of supply was later prolonged to 30 December 2024.
In keeping with the supply prospectus, traders are to obtain their allotment by 27 January following approval from the Securities and Change Fee, whereas the brand new shares are to be listed per week later.
In a separate letter dated 8 January and signed by Oba Otudeko and addressed to FBN Holdings’ firm secretary, Barbican Capital raised issues in regards to the determination of the lender’s administrators board to boost extra capital for the corporate by non-public placement.
READ ALSO: FBN Holdings Plc rights problem: The takeaways
“The validity of the twelfth Annual Normal Assembly (’AGM’) of the corporate purportedly held on 14th November, 2024, and the resolutions reached on the AGM are contestable by Barbican Capital Restricted (Barbican) owing to the truth that the AGM was held in clear violation of Barbican’s membership rights (which are protected by legislation). All rights of Barbican are reserved. To this extent due to this fact, the validity of the ‘abnormal decision’ empowering the board to boost extra capital by non-public placement is in query,” the letter acknowledged.
“The choice of the board to go for a personal placement moderately than one other rights problem is essentially flawed as a business determination and legally unsupportable by present statutes (i.e) the Firms and Allied Issues Act 2020 (CAMA) and the Securities and Change Guidelines 2013 (SEC Guidelines),” it added.
Barbican argued that the board’s determination to discover non-public placement is rushed contemplating that the deadline for assembly the brand new recapitalisation rule is 2026, implying that there’s nonetheless ample time to boost the capital.
Mr Otudeko is at the moment locked in a litigation with a former worker of First Financial institution of Nigeria Restricted, Adesuwa Ezenwa, who accused the billionaire industrialist of large fraud throughout his time as chairman of FBN Holdings Plc, the mother or father firm of the financial institution.
Bisi Onasanya, the financial institution’s managing director/chief government officer on the time, was additionally named within the allegations contained in court docket papers.
Mrs Ezenwa, who the financial institution summarily dismissed in October 2016, initiated authorized motion towards First Financial institution on the Nationwide Industrial Court docket of Nigeria, Lagos Judicial Division, in search of redress for the termination of her appointment, which she mentioned was accomplished “with none purpose in anyway being provided.”
The previous First Financial institution staffer is, amongst different reliefs, demanding 5 hundred million naira in damages and twenty-five million naira in authorized prices.
In court docket paperwork obtained by PREMIUM TIMES, Mrs Ezenwa alleged that the financial institution’s credit score disciplinary committee made her bear the brunt of granting unsecured mortgage services value billions of naira to corporations wherein Mr Otudeko and Mr Onasanya had substantial investments, whereas her superiors who authorised and granted the credit score weren’t so penalised.
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