By 
The Central Bank of Nigeria (CBN) and FBN Holdings Plc have filed a request with the Federal High Court in Lagos to dismiss a lawsuit initiated by Barbican Capital Ltd, an investment firm, concerning the alleged alteration of approximately 5.4 billion shares in the bank.
Barbican Capital Ltd, affiliated with Honeywell Group Limited, filed suit No. FHC/L/CS/1172/24, claiming it acquired 5,386,397,202 shares, representing 15.1% of FBN Holdings’ total shares listed on the Nigerian Stock Exchange (NSE). The firm asserts that these shares were properly recorded by FBN Holdings’ appointed registrar, Meristem Registrar and Probate Service Ltd, and verified by the Central Securities Clearing System (CSCS).
FBN Holdings Plc, in a written address filed through its counsel, Babajide Koku, SAN, argued that Barbican Capital Ltd was attempting to bypass an ongoing verification process conducted by the CBN. The bank contends that the primary aim of the lawsuit is to evade this verification and the resulting decisions by the CBN.
On July 7, 2023, Barbican Capital Ltd notified FBN Holdings of its acquisition of 4,770,269,843 shares, or approximately 13.3% of the bank’s total shares. According to CBN guidelines for Financial Holding Companies, any acquisition of 5% or more of a company’s shares requires prior CBN approval, or notification within seven days of purchase if acquired on the secondary market.
FBN Holdings Plc, following these guidelines, informed the CBN on July 10, 2023, about the new shareholding figures and sought approval. The CBN subsequently requested documentation from Barbican Capital Ltd to verify the shareholding, but the plaintiff did not provide the required documents.
As a result, the CBN informed FBN Holdings on January 29, 2024, that it could only verify 3,110,400,619 shares of the plaintiff’s reported 4,770,269,843 shares due to insufficient documentation. The defendant communicated this verification status to Barbican Capital Ltd, which continued to fail to supply the necessary documents.
In December 2023, FBN Holdings published its unaudited financial statement, reflecting the plaintiff’s shareholding as 4,886,062,743 based on data from its members’ register. The audited financial statements for 2023 and unaudited statements for Q1 2024 revised the plaintiff’s shareholding to align with the CBN’s verified figures.
FBN Holdings argues that instead of rectifying its status with the CBN, Barbican Capital Ltd has filed the lawsuit to compel the bank to recognize shares acquired without CBN approval, totaling around 5,397,409,262 units.
In addition, Orjiakor Nwabueze, a Deputy Director in the CBN’s Banking Supervision Department, testified that Barbican Capital Ltd claimed 5,450,999,924 shares and sought CBN approval. The CBN’s verification process confirmed ownership of only 3,110,400,619 shares, while evidence for the remaining 2,340,599,305 shares was not provided.
The CBN has indicated that its decision, based on verification and regulatory guidelines, must be upheld by FBN Holdings.
Counsel for FBN Holdings, Babajide Koku, SAN, has requested that the CBN be added as a third party to the case, which the court has granted. However, the court did not grant the plaintiff’s motions for interim and interlocutory injunctions.
The case is adjourned to October 2, 2024, for further hearing on the substantive suit.
Comments