First Bank reinstates Otudeko’s company as highest shareholder

FBN HOLDINGS Plc has reinstated Barbican Capital Limited as having the highest equity stake in its shareholding structure amid the announcement of Femi Otedola as the bank’s chairman.

Barbican Capital, a company linked to the former FBN Holdings’ board chairman Oba Otudeko, was earlier omitted from the bank’s shareholdings structure despite owning a 13.3 per cent equity stake.

In October 2023, The ICIR reported that FBN Holdings, the parent company of First Bank Nigeria Limited, failed to recognise Otudeko’s stake in its 2023 third-quarter (Q3) financial statements, which analysts said was not unconnected with Otudeko’s ‘backdoor’ purchase of 4.7 billion units of shares to get back at the bank’s board.

Although FBN Holdings, in a notification in July 2023, confirmed the acquisition and stated that “based on the foregoing, the equity stake of Barbican Capital Limited in the company is 13.3%,” controversies trailed the acquisition, and the purchase elicited reactions among stakeholders.

Some stakeholders argued that Otudeko did not commit any market infraction; others said otherwise and suggested a thorough investigation of the issue by the regulators.

Since then, the Central Bank of Nigeria (CBN) and the Securities and Exchange Commission (SEC) have taken no position on Otudeko’s stake until the recent disclosure in FBN Holdings’ financial report.

Repeatedly, the SEC declined to respond to The ICIR enquiries over the issue.

Some stakeholders said it appeared CBN disapproved of the acquisition because his stake was not stated in the bank’s Q3 report, which would have automatically placed him in the position to become the board’s chairman again.

Otudeko was sacked as FBN Holdings board chairman in April 2021 by CBN over noncompliance with regulatory control.

FBN Holdings structure

In its unaudited financial statements for the period ended December 31, 2023, released on Thursday, February 1, 2024, FBN Holdings reported that it had an issued share capital of 35.895 billion.

Of the total share capital, Barbican Capital owns the highest substantial shareholdings at 13.61 per cent or 4.89 billion.

Otedola, the current board chairman, owns 5.64 per cent divided into 0.11 per cent (40.03 million) direct and 5.54 per cent (1.99 billion) indirect shares of the group. Tunde Hassan-Odukale owns 4.45 per cent or 1.597 billion, split into 0.08 per cent (27.53 million) direct and 4.37 per cent (1.57 billion) indirect shares.

The bank’s directors own an aggregate of 0.09 per cent or 31.899 million shares, while the bank has free float stocks of 75.18 per cent or 26.99 billion units of shares.

According to the SEC Code of Corporate Governance for public companies, a substantial shareholder holds directly or indirectly 0.1 per cent of the company’s paid-up capital.

Intrigue behind Otedola’s stake and appointment

Otedola became a non-executive director of FBN Holdings in August 2023, months after he acquired a significant stake in FBN Holdings.

In October 2023, FBN Holdings recognised him as the single largest shareholder with a total substantial shareholding of 5.65 per cent stake.

His appointment followed a court judgement that halted FBN Holdings’ 11th annual general meeting (AGM), a controversy mainly due to the tussle over the company’s ownership behind the scenes.

The ICIR reported that some minority shareholders rallied support for FBN Holdings to hold its annual general meeting (AGM) scheduled for that month.

After its board of directors meeting on January 31, FBN Holdings appointed Otedola as its new chairman.

Stakeholders’ view

Following the controversies that have trailed Otedola’s coming into FBN Holdings board and now the chairman, stakeholders shared their thoughts with The ICIR.

In a chat, the National President of New Dimension Shareholders, Patrick Ajudua, hailed the appointment of Otedola and pointed out some misgivings surrounding Otudeko’s stake.

“We are delighted with the coming of Femi Otedola into the First Bank board and as chairman. He has a proven track record of achievements, as seen in Forte Oil.

“Since he came on board to First Bank last year, the company’s shares have had a lot of capital appreciation. We hope he will replicate all he did in other companies and add more value to First Bank,” he said.

On the issue of Otudeko shares, Ajudua notes that CBN’s guideline after the acquisition provided that there should be regulatory approval for any backdoor purchase of substantial shares.

“That causes the omission of Oba Otudeko’s share in Q3. Recall that in August last year, Femi Otedola was made a non-executive director, but Bartican Capital was not a director.

“It is very instructive that Otedola becomes the chairman because he is already a non-executive director. If Bartican Capital has come in, it can be made a chairman, except it has been made a director first. Whatever has happened is strictly in compliance with laydown rules and regulations.”

He, however, noted that with time, once there is an acknowledgement and due process and clearance from the Central Bank, everything will be streamlined, and the board may look at it and take an appropriate decision.

“But for now, we have to respect the fact that the board has appointed Otedola, and he has gotten the shareholders’ approval,” he added.

A capital market operator, David Adonri, said there might have been a compromise for Otedola to emerge as the chairman.

He said although Oba Otudeko’s company had the highest shares, it was not unlikely that Otedola may have arranged with other significant shareholders for them to support his bid to be the bank’s chairman.

“If we combine Otedola’s shareholdings with other significant shareholders, then Otedola may command a higher majority than the Honeywell Group.

“Secondly, it is not unlikely that there has been an arrangement for Otedola and Honeywell Nigeria because the Central Bank will have to endorse who will be the bank’s chairman, you know there are previous reports that indicted Oba Otudeko,” he said.

An investment and portfolio analyst, Abel Ezekiel, said what played out was nothing but “high-wired boardroom politics.”

    “Before now, we all know the antics of Oba Otudeko in the First Bank. To that effect, nobody would even want him to return, even though he was scheming to return. If they had not removed his shares (in Q3), the emergence of Otedola would not have been successful.

    “Secondly, the emergence of Otedola was possible because other substantial shareholders have tried to skim out Oba Otudeko.”

    Ezekial stressed that it was unbelievable that after Otudeko was removed from the regulator board of CBN, he could also nurse the idea to scheme his way back to the bank’s board.

    “It is uncalled for; it shouldn’t be done; it can’t be allowed to happen,” he said, noting that Otudeko held the bank down for many years.

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