A group of shareholders at First Bank of Nigeria Holdings Plc, holding 10 per cent of the company’s shares, formally requested the company to convene an Extraordinary General Meeting (EGM) under Section 215 (1) of CAMA.
The shareholders have 21 days to call the EGM.
At the top of the agenda for the proposed meeting is the removal of FBN Chairman, Mr. Femi Otedola, and Non-executive/Deputy Chief Executive of Geregu Power Plc, Mr. Julius B. Omodayo-Owotuga.
The shareholders allege that since former Central Bank of Nigeria (CBN) Governor Godwin Emefiele influenced Otedola’s acquisition of a significant amount of shares, which led to his emergence as Chairman of FBN Holdings, the bank has been in turmoil.
According to the shareholders, Emefiele invited former FirstBank CEO, Dr. Adesola Adeduntan, to his residence in Ikoyi and instructed him to work with Otedola to help him take over the bank. Adeduntan reportedly complied and paved the way for Otedola to initially become a non-executive chairman, despite not having security clearance from the Department of State Services (DSS) or the Economic and Financial Crimes Commission (EFCC).
Once Otedola had taken control of the bank, the first target for removal was Adeduntan, followed by Tunde Hassan-Odukale, who was Chairman of First Bank of Nigeria Limited.
Otedola also bypassed Tosin Adewuyi, who had come first in a CEO interview conducted by a global recruitment agency, to appoint Mr. Olusegun Alebiosu, who had come last. It is said that Alebiosu has since pledged “absolute loyalty” to Otedola and allowed him to place another personal acolyte, non-executive director Akin Akinfemiwa, in a key position to effectively run the bank.
The shareholders claim that with Otedola as Chairman, Omodayo-Owotuga at the Holdco, and another of his associates at the bank, Otedola now exercises full control of First Bank and operates at will.
They also fear that the private placement of N360 billion worth of shares could give Otedola absolute control, potentially turning First Bank into his personal asset, unchecked and without proper corporate governance.
After removing Adeduntan, Adewuyi, and Hassan-Odukale, Otedola also targeted Folake Ani-Mumuney, a Group Head, whose only offence was following the board’s directive to host a send-off for the retiring CEO, who had been at the helm for nine years. Earlier, Otedola had removed Ms. Ijeoma Nwogwugwu, a journalist and non-executive director, for writing an article he considered unfavourable.
FBN Holdings has been at the centre of a battle over who holds the largest share of the institution. In its audited accounts for 2023, FBN Holdings listed Otedola as the largest single shareholder with a 9.41 per cent stake. However, Otedola has since increased his shareholding through a massive acquisition of shares, though the exact stake remains unclear.
Data from the Central Securities Clearing System (CSCS), the authoritative body for verifying share ownership, lists Barbican Capital (affiliated with the Oba Otudeko-owned Honeywell Group) as the largest shareholder with a 15.01 per cent stake. Records from the bank’s registrars, Meristem Registrars & Probate Services Ltd, show that Barbican Capital holds 5,386,397,202 shares (5.38 billion) as of May 23, 2024. Barbican Capital has filed a lawsuit against FBN Holdings for incorrectly reporting its shareholding in the company’s financial statement.
Recently, First Bank carried out a major restructuring, resulting in the dismissal of around 100 senior staff members. The exits were reportedly part of the bank’s corporate restructuring plan for 2025, following the confirmation of Olusegun Alebiosu as FBN’s CEO in June. Allegations suggest that these exits were part of a strategy by Otedola to replace existing executives with his preferred candidates.
It remains unclear what actions the Securities and Exchange Commission (SEC) and the Central Bank of Nigeria (CBN) will take in light of this CAMA-induced demand for an EGM, which seeks to remove Otedola and halt the private placement of shares in First Bank.
