First Bank sued by largest shareholder Barbican over shares slash

Barbican Capital Ltd, an investment firm, has sued First Bank Nigeria Holdings (FBNH) in a Federal High Court in Lagos over the bank’s purported change of its 5.4 billion shares.

In the suit no. FHC/L/CS/ 1172/24, filed on its behalf by Bode Olanipekun, SAN, Barbican Capital claimed that over the years and at different times, it cummulatively acquired about 5,386,397,202 shares representing 15.1% of FBNH overall share listed on the Nigerian Stock Exchange, NSE, according to Businessday.

It stated that its shares purchases and dates of issue, were accurately recorded 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.

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

As a validation of it ownership claim, the Oba Otudeko’s owned Barbican stated that it received dividends payment from FBNH for all its 5,386,397,202 shares between November and December 2023 for the full year ended December 31, 2022.

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

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

Barbican Capital stated that it tried to draw FBNH’s notice to the deliberate change of its shares, but that the bank sought to shift the erroneous 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 and a further 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 at July 1, 2024) reflected in the dematerialised records of the CSCS.

“A declaration, that the plaintiff is entitled to all the benefits of membership in respect all shares recorded as owned by it in the defendant company as reflected in the dematerialized records of the CSCS.

“A declaration, that all the shares held by the plaintiff in the defendant are the plaintiff’s personal property, with all rights and privileges appertaining. thereto.

“A declaration, that the plaintiff’s shareholding in the defendant cannot be altered, dissipated, reduced, diminished, or erroneously stated in a manner inconsistent with the plaintiff’s right to own property.

“A declaration that the defendant lacks the vires to erroneously state the shareholding of the plaintiff in any way or manner or vide any outlet or deal with the said shareholding and rights appertaining thereto, different 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 an application to join the CBN in the suit.

The court granted the application, which was not disputed by the plaintiff’s lawyer, and the case was adjourned to October 2, 2024, for the hearing of the originating summons.