Recent developments have introduced significant complexity within FBN Holdings. The company’s largest single shareholder, Barbican Capital Limited, has initiated legal proceedings against the bank. This lawsuit stems from Barbican Capital’s efforts to safeguard its rights over the shares it holds in the financial institution.
The dispute began when Barbican Capital learned that FBN Holdings intended to reduce its total shareholding of 5,386,397,202 shares by 40 percent. This revelation came after the release of FBN Holdings’ audited financial statement for December 2023, which indicated that Barbican Capital’s shares had been reduced to 3.1 billion, representing an 8.67 percent stake. This figure differed significantly from the 13.61 percent stake reported in the unaudited accounts published in February 2023.
The audited statement noted that the 3.1 billion shares were the total verified by the Central Bank of Nigeria. In response, Barbican Capital provided a statement from the Central Securities Clearing System (CSCS) as evidence of its total share ownership. According to the CSCS statement dated May 23, 2024, Barbican Capital owned 5,386,397,202 shares (15.01%) as opposed to 4.8 billion (13.61%) shares in December 2023. This increase is attributed to Honeywell’s recent consolidation of its 1.5% stake into Barbican’s holdings.
The court documents reveal that FBN Holdings paid dividends to Barbican Capital for all 5,386,397,202 shares between November and December 2023 for the 2022 fiscal year, validating Barbican’s claim of ownership. This payment adds to the perplexity surrounding the bank’s actions.
Currently, FBN Holdings has instructed its registrars, Meristem Registrars & Probate Services Ltd, to freeze dividend payments to Barbican Capital concerning the disputed shares, exacerbating the legal conflict.
Barbican Capital seeks judicial intervention to protect its rights, arguing that the CSCS record confirms its ownership of 5,386,397,202 shares. They assert that no third party has contested this ownership and that no notice has been given to FBN Holdings about any transfer of shares.
In the originating summons filed at the Federal High Court in Lagos on July 3, 2024, by Bode Olanikpekun, SAN, Barbican Capital is requesting several reliefs. These include a declaration affirming that the number of shares listed in FBN Holdings’ records accurately reflects Barbican’s holdings. Additionally, Barbican seeks a court order affirming that its shareholding stands at 5,386,397,202 shares as of July 1, 2024, according to CSCS records.
The outcome of this legal battle will have significant implications for both parties, especially concerning the legitimacy of share ownership and the proper distribution of dividends. As the court proceedings unfold, stakeholders and market observers will closely monitor the resolution of this high-stakes financial dispute.
