First Bank of Nigeria (FBN) Holdings says it has not received any court order stopping it from holding its 11th Annual General Meeting scheduled for Aug. 15, 2023. This was indicated in a notice filed by the bank at the Nigerian Exchange Limited (NGX) on Thursday. In the notice, signed by its Acting Company Secretary, Adewale Arogundade, the bank said “the attention of FBN Holdings Plc (the Company) has been drawn to recent media reports purporting that the Company has received a Court Order stopping It from holding the Annual General Meeting (AGM) scheduled for August 15, 2023. We confirm that this assertion is a false narrative as the Company has, as at the date hereof, not been served with any court order to stop the forthcoming AGM.
“Suffice to mention that the AGM is a statutory meeting of Shareholders that must be held in accordance with the law, further to which the Company will notify the regulators and the public as appropriate if there is any lawful order to restrain the Company from conducting same. We hereby assure our esteemed Shareholders that the AGM shall hold on August 15, 2023, as planned and we look forward to their attendance and active participation at the meeting,” the notice read. But a court order has been published widely on the directive of a Federal High Court in Lagos had issued that stopped FBN from holding the 11th AGM. The order addressed to Nnamdi Okonkwo, FBN Holdings Chairman, was obtained in suit No: FHC/L/CP/1271/2022 in a petition by Olusegun Samuel Onagoruwa.
The order read: “Take notice that unless you obey the directives in the Judicial Order contained in the Order made on the 15th July, 2022 by the Federal High Court, Lagos, by refraining from proceeding with the 11th Annual General Meeting of FBN Holdings Limited proposed for 15th August 2023 from seeking approval to issue or raise share capital in any manner whatsoever, from appointing or confirming the appointment of new directors, or in any other manner taking any step towards implementing, actualising enforcing resolution of the 10th Annual General Meeting of FBN Holdings Plc held on 20th June 2022 or in any other manner overreaching, disobeying or undermining the said Order of court, you will be guilty of contempt of court and you will be liable to be committed to prison and to there imprisoned.”
Shareholders of the bank are divided on the date of the 11th AGM. While some who supported the new majority shareholding structure of the bank had supported FBN on the date of the AGM, others do not. Those who supported the date were shareholders who supported the acquisition of a 15.1% majority stake in FBN Holdings by Barbican Capital Limited linked to Honeywell Group Limited, HGL. Commenting on the acquisition of FBNH shares, a shareholder, Mr. Tunde Oyediran, had said: “Honeywell Group’s increased stake in FBNH will be beneficial to the shareholders.” Mr. Adebayo Adeleke, a former General Secretary of Independent Shareholders Association of Nigeria (ISAN), said: “Our market is based on the principle of free market. The market is open to everybody. There is no entry or exit barrier”. Alhaji Mukhtar Mukhtar, the Chairman of another shareholders group, said: “We are at FBN Holdings Head Office to register our displeasure at the attempt by some shareholders to prevent AGM of the Holdings and also preventing them for getting approval from shareholders to take critical resolutions meant for the interest of the bank.
“These people have approached the court and they wanted FBN Holdings not to raise capital as other banks are doing right now. Again, they are trying to suspend the AGM not to allow shareholders vote and decide the fate of new directors in the bank. These are people that are holding the oldest financial institution in Nigeria to ransom. This is very unfortunate and we shareholders are against it. Those that went to court know it is illegal as we know AGMs are statutory and nobody can stop it.”
