At the recently concluded annual General Meeting (AGM), shareholders of FBN Holdings (FBNH) granted their approval for the appointment of Lagos-based businessman, Mr. Femi Otedola, as a non-executive director of Nigeria’s oldest financial services group.
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The AGM, marked by active deliberations, also witnessed the endorsement of an increase in the authorized share capital and a proposed N150 billion rights issue. The board of directors has been given the authority to determine the terms and conditions of the rights and manage any unclaimed rights during the stipulated period.
The AGM revolved around two main issues – the appointment of Otedola and the new capital raising, which brought to the forefront a prolonged debate involving pro-Otedola shareholders and notable businessman and former chairman of the bank, Mr. Oba Otudeko.
During the AGM, all resolutions were approved, including those regarding the audited financial statements and accounts for the year ending December 31, 2022. A dividend per share of 50 kobo was also sanctioned, alongside other routine business matters.
Furthermore, the Executive Director of Finance at FBN Holdings, Mr. Samson Oyewale Ariyibi, appointed by the board and endorsed by the CBN in 2022, was presented to shareholders and received their approval.
The AGM faced challenges when a group allegedly backed by Otudeko obtained an ex parte court order to halt the proceedings. Despite these obstacles, the board of FBNH overcame the hurdles, confirming its intention to proceed with the general meeting as planned.
Numerous shareholders and stakeholders accused Otudeko of trying to hinder the AGM, with some directly attributing the court order to him. FBNH’s board submitted a regulatory filing to the Nigerian Exchange (NGX) confirming its efforts to appeal the Federal High Court (FHC)’s order and continue with the AGM, pending the appeal’s outcome at the Court of Appeal.
The focus of the AGM revolved around two critical agenda items: the approval of Otedola’s non-executive director role and the proposal for a N150 billion rights issue. Otedola’s appointment as a non-executive director occurred on July 09, 2023, coinciding with a special purpose vehicle associated with Otudeko’s children acquiring the largest individual shareholding of 13.3% in the group.
Otedola’s appointment, which follows statutory requirements, is perceived as a safeguard against purported attempts by Otudeko to regain control of FBNH. Otudeko’s tenure as a director and chairman was terminated by a regulatory intervention by the Central Bank of Nigeria (CBN).
The adoption of a virtual mode for the AGM faced criticism from groups allegedly linked to Otudeko. However, several other groups supporting the board’s decisions contended that virtual meetings align with the current trend among quoted companies and comply with the Business Facilitation (Miscellaneous Provisions) Act.
FBN Holdings confirmed that Barbican Capital, an affiliate of Otudeko’s Honeywell Group Limited, acquired approximately 13.3% of the holding group’s issued shares. Barbican Capital, incorporated in March 2023, is owned by Otudeko’s children – Oyeleye Foluke and Otudeko Obafemi Adedamola.
In contrast, Ecobank Nigeria’s attorneys have raised concerns, alleging that Barbican Capital’s acquisition by FBNH aimed to undermine a Supreme Court judgment against Otudeko in favor of the bank. Sources close to Otudeko have consistently denied these allegations.
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