The Central Bank of Nigeria (CBN) has recently intervened in a legal dispute involving Barbican Capital Ltd and First Bank Holdings (FBN Holdings), urging the Federal High Court in Lagos to dismiss the lawsuit filed by Barbican Capital Ltd. The controversy centers around allegations of share manipulation by FBN Holdings.
Barbican Capital Ltd, an affiliate of Honeywell Group Ltd, claims in case no. FHC/L/CS/1172/24 that it acquired approximately 5,386,397,202 shares, equating to 15.1% of FBN Holdings’ total shares listed on the Nigerian Stock Exchange (NSE). The plaintiff alleges that FBN Holdings has altered the volume of these shares, despite proper recording by FBN Holdings’ appointed registrars, Meristem Registrar and Probate Service Ltd, and acknowledgment by the Central Securities Clearing System (CSCS).
In response, FBN Holdings, represented by Babajide Koku SAN, contends that Barbican Capital Ltd deliberately concealed an ongoing verification exercise conducted by the CBN. According to FBN Holdings, the lawsuit aims to evade the CBN’s verification process and its adverse findings against Barbican Capital Ltd.
FBN Holdings argues that Barbican Capital Ltd failed to adhere to regulatory requirements outlined by the CBN’s Guidelines for Licensing and Regulation of Financial Holding Companies in Nigeria. These guidelines mandate prior approval from the CBN for the acquisition of more than 5% of a financial holding company’s shares or notification within seven days if the shares are purchased on the secondary market.
On July 10, 2023, the CBN notified FBN Holdings of the need for Barbican Capital Ltd to seek approval for the shares exceeding 5%. FBN Holdings subsequently informed Barbican Capital Ltd and requested necessary documents for verification. However, Barbican Capital Ltd did not provide the requested documents. By January 29, 2024, FBN Holdings reported that only 3,110,400.619 shares out of the plaintiff’s claimed 4,770,269,843 shares could be verified due to incomplete documentation.
FBN Holdings asserts that it has made numerous attempts to communicate the verification status to Barbican Capital Ltd, which has not yet furnished the required documents.
