FBNH vows to defend interests in Barbican Capital lawsuit 

First Bank of Nigeria Holdings Plc said it has instructed its solicitors to defend its interest in the lawsuit filed against it by investment firm, Barbican Capital Limited, for allegedly altering its shareholding in the financial institution.

This was disclosed in a corporate notice that FBN Holdings filed with the Nigerian Exchange Limited on Tuesday, which was signed by its acting Company Secretary, Adewale Arogundade.

The notice read, “The attention of FBN Holdings Plc (the company) has been drawn to recent media reports regarding the suit filed by Barbican Capital Limited (the Plaintiff). The company is aware of this suit, and we have duly instructed our solicitors to defend the interest of the company accordingly.

“The matter is presently in a Court of law, and it will be sub judice to join issues with the plaintiff outside the court. We confirm that the necessary papers have been filed and by virtue of a third-party notice, the Central Bank of Nigeria has been joined as a party to the suit for effective determination of questions and issues raised by the plaintiff.

“The matter is presently adjourned to October 2, 2024, for hearing of the suit. We assure our numerous stakeholders of the company’s commitment to the highest levels of corporate governance standards in defending the matter.”

In a suit no. FHC/L/CS/ 1172/24 filed before a Federal High Court in Lagos State, Barbican Capital accused FBN Holdings of altering its 5.4 billion shares in the Holdco.

According to the unaudited consolidated financial statements for the period ended December 31, 2023, the shareholding of Barbican Capital was stated as 4,886,062,743 (13.61 per cent).

However, in the audited results, the direct holding of Barbican Capital dropped to 3,110,400,619 (8.67 per cent) with a note, “As verified by the Central. Bank of Nigeria,” added to it.

The same 3,110,400,619 shares (8.67 per cent) were recorded for Barbican in the first quarter and second quarter financial statements of the Holdco filed with the NGX.

Barbican Capital, an affiliate company of Honeywell Group Limited, claimed that it acquired about 5,386,397,202 FBNH shares over the years, representing 15.1 per cent of the lender’s shares listed on the Nigerian Exchange.

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, which contained its value of shares with the bank.

FBN Holdings, however, countered the claims in a written address in response to the motion on notice filed by its counsel, Babajide Koku, a Senior Advocate of Nigeria, who informed the court that the plaintiff deliberately concealed the fact of an ongoing verification exercise by the CBN of its alleged significant shareholdings,

The financial institution said that it had notified the CBN of the acquisition of about 4,770.269,843 units of shares in July 2023 as required by the CBN guidelines for Licencing and Regulation of Financial Holding Companies in Nigeria (issued according to the Central Bank Act of 2007 and Banking and Other Financial Institutions Act 2004), Financial Holding, Companies (including the defendant), which required prior approval to be sought from CBN before the purchase of a financial holding company’s shareholding of five per cent and above; or if the share units are purchased on the secondary market, to notify the CBN within seven days from the date of the purchase to obtain a ‘No Objection’ or approval from the CBN.

It added that upon notification, the regulator commenced its verification process and was only able to verify about 3,110,400,619 units of shares, representing 8.67 per cent of the shares of FBN Holdings.

The CBN in a 60-paragraph deposed by a Deputy Director of the Banking Supervision Department of the bank, Orjiakor Nwabueze, which was seen by The PUNCH, revealed that while the plaintiff, through its parent company, submitted a claim of 5,450,999,924 shares of the defendant’s (FBNH) and wanted its consent/approval for the shareholding, it was only able to verify a fraction of the claim.

Both FBNH and the CBN have asked the court sitting in Lagos to dismiss the suit.