Shareholders of FBN Holdings (FBNH) have approved the appointment of Lagos businessman, Mr Femi Otedola as a non executive director of Nigeria’s oldest financial services group.
At the just concluded annual General Meeting (AGM), shareholders also approved increase in authorised share capital and a proposed N150 billion rights issue, with mandates to the board of directors to dictate the terms and conditions of the rights as well as dispose off rights not taken up during the period.
Two main issues- Otedola directorship and new capital raising were at the heart of long-running intrigues around the AGM, which pitched pro-Otedola shareholders against renowned businessman and former chairman of the bank, Mr Oba Otudeko.
At the AGM, monitored by The Nation, shareholders approved all resolutions, including the approval of the audited financial statements and accounts for the year ended December 31, 2022, payment of a dividend per share of 50 kobo and all other ordinary businesses.
Also, Executive Director, Finance, FBN Holdings, Mr Samson Oyewale Ariyibi, who was appointed by the board and approved by the CBN in 2022 was presented to shareholders and was approved.
The board and management of FBNH had on Monday made brisk efforts to prevent the suspension of the AGM, after a group allegedly sponsored by Otudeko obtained an ex parte court order stopping the AGM
The board of FBNH however succeeded in clearing all hurdles, and filed a confirmatory notice at the Nigerian Exchange (NGX) that it had sufficient grounds to proceed with the general meeting as scheduled today.
Several shareholders and stakeholders had alleged that Otudeko was behind the attempts to frustrate the holding of the AGM, with some shareholders directly accusing Otudeko of allegedly sponsoring the court order stopping the AGM.
In a regulatory filing at the Nigerian Exchange (NGX), the board of FBNH confirmed that it had succeeded in filing a notice of appeal and motion on notice for stay or suspension of execution and suspension of further hearing of the Federal High Court (FHC)’s order stopping the AGM, pending the determination of the appeal filed at the Court of Appeal.
At the AGM, all eyes were on two major items on the agenda- the approval of Otedola as a non-executive director of the group and the proposal to undertake a N150 billion rights issue.
Otedola was appointed by the board as a non-executive director on July 09, 2023, almost the same time that a special purpose vehicle registered in the name of Otudeko’s children announced the acquisition of the single largest individual shareholding of 13.3 per cent in the group.
The ratification of the appointment of Otedola, a statutory requirement, is seen as a bulwark against alleged attempts by Otudeko to stage a comeback and take control of FBNH. Otudeko’s long reign as a director and chairman of the group was ended by a regulatory intervention by the Central Bank of Nigeria (CBN).
The adoption of virtual mode for the general meeting had come under intense criticism by groups with alleged links to Otudeko, with allegations that the board of the group settled for the virtual mode to be able to control the proceedings in favour of the resolutions.
Several other groups with open endorsement of the board’s decisions had countered that the virtual mode is a trending mode among quoted companies, in compliance with the Business Facilitation (Miscellaneous provisions) Act.
FBN Holdings had confirmed that Barbican Capital, an affiliate of Otudeko’s Honeywell Group Limited, acquired about 4.77 billion ordinary shares in the holding group, representing 13.3 per cent of the group’s 35.9 billion issued shares
Barbican Capital, incorporated in March 2023, has Otudeko’s children – Oyeleye Foluke and Otudeko Obafemi Adedamola as main owners.
However, attorneys to Ecobank Nigeria have written many petitions, alleging that the Barbican Capital’s FBNH’s acquisition was an attempt to frustrate a Supreme Court judgement against Otudeko, in favour of the bank. Sources close to Otudeko have consistently denied this.
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