FBN shareholders have demanded EGM under CAMA, attempting to oust Chairman Femi Otedola and non-executive director Julius Omodayo-Owotuga.
In accordance with section 215 (1) of the CAMA, a group of shareholders holding 10% of First Bank of Nigeria Holdings Plc.’s shares on Wednesday previously asked the company to call an Extra-ordinary General Meeting (EGM), giving them 21 days to do so.
The proposed meeting’s main agenda item is the dismissal of Mr. Julius B. Omodayo-Owotuga, a non-executive/deputy chief executive of Geregu Power Plc, and Mr. Femi Otedola, the chairman of the FBN.
The financial institution has not experienced peace, according to the shareholders, since former Central Bank of Nigeria (CBN) Governor Godwin Emefiele supported Otedola’s purchase of a sizable number of shares, which enabled him to become Chairman of FBN Holdings.
According to shareholders, Dr. Adesola Adeduntan, the former CEO of FirstBank, was invited to the former CBN governor’s home in Ikoyi, where he was instructed to collaborate with Otedola in order to assist him in taking over the bank. In the first place, Otedola became a non-executive without security clearance from the Economic and Financial Crimes Commission (EFCC) and the Department of State Security (DSS) after he dutifully fulfilled this duty.
Nevertheless, after successfully seizing control of the bank, Otedola first targeted Adeduntan himself for dismissal, then Tunde Hassan-Odukale, the chairman of First Bank of Nigeria Limited, and finally Tosin Adewuyi, whom he avoided for the CEO position even though he had won the interview with a nationwide recruitment firm.
Instead, he oversaw the hiring of Mr. Olusegun Alebiosu, the individual who finished last in the interview. After allegedly pledging “absolute loyalty” to Otedola, Mr. Alebiosu reportedly let him to utilize Akin Akinfemiwa, a non-executive director and another personal disciple, to manage the bank.
Otedola has taken complete control of the bank and is doing as he pleases, according to the shareholders, with his personal staff, Omodayo-Owotuga at the Holdco, and another personal staff at the bank.
Other shareholders are therefore concerned that he would have complete control and might use First Bank as his piggy bank without corporate governance, checks, and balances, as a result of the private placement of N360 billion worth of shares.
But before he received his “sweetheart deal” under former President Goodluck Jonathan and Godwin Emefiele, Otedola destroyed multiple banks with non-performing loans, which were later sold to AMCON, according to the other shareholders, who argued that Otedola could not have passed the fit and proper test.
An Executive Director, Tosin Adewuyi, would succeed Adeduntan, and then a Group Head, Folake Ani-Mumuney, whose sole transgression was carrying out a board directive to throw a farewell party for the departing CEO, who had led the bank’s operations for nine years.
A renowned writer named Ms. Ijeoma Nwogwugwu had previously been fired as a non-executive director of a First Bank subsidiary for having the audacity to write a highly regarded piece that he felt was detrimental to his ego.
The inquiry now is: what is the point of a non-executive chairman of a HoldCo firing a bank group head who merely followed the bank’s board and managing director’s advice?
According to information obtained by THISDAY, Otedola has already received a loan from the African Export-Import Bank (Afreximbank) totaling between $45 and $50 million, or roughly N90 billion.
“Otedola will be able to assume complete control during the planned N360 billion private placement thanks to this.” However, a source asserted that some shareholders are arguing that a public offering or right issue should be used in place of a private placement for bank shares.
But according to a source who asked to remain anonymous, Otedola’s preference for private placement is viewed as a ruse to seize control and manage the financial institution as his private estate.
There has been competition over who owns the single largest stake in FBN Holdings.
According to First Bank Holdings’ audited 2023 financial statements, Otedola holds a 9.41% stake in the financial institution, making him the single largest shareholder. However, Otedola recently bought a significant number of additional shares, increasing his share holding. His precise stake is unknown at this time.
The largest single shareholder, however, is Barbican Capital, which is connected to the Oba Otudeko-owned Honeywell Group, holding a 15.01 percent stake, according to data from the Central Securities Clearing System (CSCS), the generally recognized source for verifying share ownership.
Additionally, according to documents maintained by Meristem Registrars & Probate Services Ltd, the bank’s registrars, Barbican Capital is the single largest shareholder with 5,386,397,202 shares (5.38 billion) as of May 23, 2024.
For misrepresenting its ownership stake in its audited financial statement, FBN Holdings was sued by Barbican Capital.
Approximately 100 senior employees were recently let go by First Bank as part of a significant organizational restructuring.
As part of its corporate restructuring and repositioning plan for 2025, reports had suggested that the bank’s top executives were asked to leave after Olusegun Alebiosu was confirmed as FBN’s managing director (MD) and chief executive officer (CEO) in June of last year.
Additionally, there were claims that Otedola was attempting to fill a number of leadership roles in the bank with new hires by orchestrating the departures.
It is unclear what the Security and Exchange Commission (SEC) and the Central Bank of Nigeria (CBN) will do in response to this CAMA-driven proposal for an EGM to remove Otedola and halt the bank shares’ private placement.
ALSO READ:
What Pioneers Can Expect from Pi Network’s Postponed Mainnet Launch to 2025.
