The Central Bank of Nigeria, CBN, and FBN Holdings Plc have asked a Federal High Court sitting in Lagos to dismiss a suit filed by an investment firm, Barbican Capital Ltd, over alleged alteration of its alleged 5,386,397,202 units of shares in the bank.
The Plaintiff (Barbican Capital Limited), an affiliate company of Honeywell Group Limited, in suit no. FHC/L/CS/ 1172/24, claimed that over the years and at different times, it cumulatively acquired about 5,386,397,202 shares, representing 15.1 per cent of FBNH overall share listed on the Nigerian Stock Exchange, NSE.
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, CSCS, which contained its value of shares with the bank.
However, FBN Holdings Plc in a written address filed in court in response to the Motion on Notice filed by its counsel, Babajide Koku, SAN, informed the court that the Plaintiff deliberately concealed the fact of an ongoing verification exercise by the Central Bank of Nigeria, CBN, of its alleged significant shareholdings.
The bank stated that the primary purpose of instituting the suit was to circumvent the verification exercise and the decision taken by the CBN against Barbican Capital Limited (Plaintiff).
It stated that on July 7, 2023, the Plaintiff in accordance with the regulatory laws and policies, notified the defendant (FBN Holdings Plc) that it had acquired units of shares and, therefore, held a shareholding amounting to about 4,770.269,843 units of shares. This shareholding was about 13.3 per cent of the Defendant’s shareholding.
It stated that by the Central Bank of Nigeria, CBN, guidelines for Licensing and Regulation of Financial Holding Companies in Nigeria (issued pursuant to the Central Bank Act of 2007 and Banking and Other Financial Institutions Act 2004), Financial Holding, Companies (including the Defendant) require prior approval to be sought from CBN before the purchase of a FHC’s shareholding of 5 per cent and above. Or, in the event that the share units are purchased on the secondary market, to notify the CBN within 7 days from the date of the purchase to obtain a ‘No Objection’ or approval from the CBN.
It stated that pursuant to the CBN guidelines, the FBN Holdings Plc vide a letter dated July 10, 2023, notified the CBN of the purported new shareholding of the Plaintiff which exceeded the minimum threshold of 5 per cent shareholding and therein sought the CBN’s approval.
The CBN responded to the defendant’s letter and requested the plaintiff to produce documents for the verification process of the shareholding.