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Barbican Capital sues First Bank for wrongly stating shareholding

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…seeks to enforce rights over its 5.38bn (15.01%) shares

The legal quagmire in Nigeria’s oldest financial institution, FBN Holdings, has just got more complicated, with the largest single shareholder, Barbican Capital Limited taking out a lawsuit against the bank to protect its rights over shares held in the financial institution.
Barbican Capital went to court after it received notification that showed that FBN Holdings sought to reduce its five billion, three hundred and eighty-six million, three hundred and ninety-seven thousand, two hundred and two (5,386,397,202) total shareholding in the bank by 40 percent.

FBN Holdings sparked confusion in its December 2023 audited accounts released in May where it slashed Barbican’s shareholding in the bank to 3.1 billion (3,110,400,619) or 8.67 percent of the lender’s total shares from the earlier reported 4.8 billion (4,886,062,743) shares or 13.61 percent in its December 2023 unaudited accounts published in February.

A note attached to the audited accounts strangely said the 3.1 billion shares represent the total that had been “verified” by the Central Bank of Nigeria.

In its lawsuit against FBN Holdings, Barbican Capital attached a statement from the Central Securities Clearing System (CSCS) as evidence of its total shares ownership.

CSCS, the central securities depository for the capital market, is the widely accepted source for confirming share ownership. According to Barbican’s CSCS statement as of May 23, 2024, the company owned 5,386,397,202 shares (15.01%) while It held 4.8 billion (4,886,062,743) shares or 13.61 percent as at December 2023

The Otudeko-owned Barbican’s shareholding increased from the 13.61 percent reported by FBN Holdings in its unaudited results to 15.01 percent after Honeywell recently consolidated 1.5 percent of its affiliated shares into Barbican.

The court papers show that First Bank’s HoldCo paid dividends to Barbican Capital for all its 5,386,397,202 shares between November and December 2023 for the full year 2022, a validation of Barbican’s ownership of the shares, thus making the bank’s actions even more curious.

The bank has however now written to the registrars, Meristem Registrars & Probate Services Ltd, who pay dividends to shareholders, to freeze dividend payments to Barbican Capital on the shares in question, prompting the latter’s lawsuit against the lender.

Barbican Capital is therefore asking for the court’s intervention to protect its rights given that the CSCS record assigns the 5,386,397,202 (15.01%) shares to its name and since “no entity or 3rd party is making an adverse claim to ownership of or contesting ownership” of shares claimed by it in FBN Holdings and since it had “also not given notice to the defendant (First Bank) of transmission of its shares to any 3rd party pursuant to any law or the articles of association of the defendant.”

In the originating summons filed at the Federal High Court in Lagos by Bode Olanikpekun, SAN on July 3, 2024, Barbican Capital is seeking several reliefs including “a declaration that the number of shares contained/entered in the defendants register of members/records of members relating to the plaintiff (Barbican), is representative of the number of shares held by the plaintiff in the defendant.
Among others, Barbican is asking the court to grant “a declaration that the plaintiff’s shareholding in the defendant stands at 5,386,397,202 (as of 1st July 2024) reflected in the dematerialized records of the Central Securities Clearing System Plc, (CSCS).”

In the suit, Barbican said it is “entitled to all the benefits of membership in respect of all shares recorded as owned by it in the defendant company reflected in the dematerialized records of the Central Securities Clearing System Plc (CSCS).”

It is also seeking “a declaration that all the shares held by the plaintiff in the defendant are the plaintiff’s personal property, with all rights and privileges pertaining thereto.”

Other reliefs sought by Barbican in the suit include, “a declaration that the plaintiff’s shareholding in the defendant cannot be altered, dissipated, reduced, diminished, or erroneously stated in a manner inconsistent with the plaintiff’s right to own property.

Another is “An order of perpetual injunction, restraining the defendant, whether by itself, its officers, agents, servants, assigns, privies or anyone acting on its behalf, from altering or continuing to alter, erroneously stating or continuing to erroneously state, dissipating or continuing to dissipate, reducing or continuing to reduce, diminish or continuing to diminish the plaintiff’s shareholding in the defendant.”

In an affidavit, Otu Hughes, the Chief Investment Officer of Barbican stated that “the plaintiff/applicant is a member of the defendant by virtue of 5,386,397,202 shares held in the defendant as of 1st July 2024.

“By its unaudited consolidated statement for the year ended December 31, 2023, the defendant acknowledged that as of December 31, 2023, the plaintiff owned a total of 4,886,062,743 of its shares and that this quantum represented 13.61 percent of defendant’s total shareholding.

“The defendant paid dividends to the applicant for all the shares (as above), between November and December 2023 for the full year 2022.

“Despite the fact that the applicant’s shares portfolio with the defendant had increased from the quantum it was when the defendant’s unaudited consolidated statement for the year ended December 31, 2023, was released, the defendant has repeatedly been representing that the applicant’s shareholding as of December 31, 2023, and March 2024 was/is 3,110,400,619 shares. Despite protests from the applicant, the defendant refused to retrace its steps.

“The applicant is apprehensive that if this Honourable Court does not restrain the applicant in the manner sought by the applicant, the rest of the suit might be damaged/destroyed.”

The filed court documents also stated, that “as of July 1, 2024, the plaintiff held and still holds a total of 5,386,397,202 fully paid and issued shares of the defendant.”

Barbican stated in the documents filed before the Federal High Court that it “has shown very clearly the extent of its shareholding in the defendant. It has also shown the acts of the defendant which represent the same as depleted or reduced. By objective legal parameters, this amounts to an infraction or relevant laws, including the Constitution of the Federal Republic of Nigeria, 1999 (as amended) and CAMA. In the light of the facts contained in the affidavit in support of the originating summons and the arguments canvassed in this address, we respectfully urge this Honourable Court to grant the reliefs sought in the originating summons.”

 

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How National Assembly Allegedly Inserted N46billion, N90billion Projects To Pad Oyo, Enugu Federal Colleges Budgets – Report

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BudgIT Foundation, Nigeria’s civic tech organisation, has revealed that the National Assembly in a budget padding spree of the 2024 Fiscal Appropriation Act, inserted over N100billion in the Federal Co-operative College in Ibadan, Oyo State and Oji River in Enugu State.

 

According to BudgIT report, the Federal Co-operative College, Ibadan, Oyo State, Southwest Nigeria, submitted a proposed budget of N1.5billion to the National Assembly.

 

The civic organisation, which raises the standards of transparency, citizen engagement and accountability, especially in public finance, said however that “The National Assembly inserted 182 projects worth N45.36billion and approved N46.9billion,” for the college.

 

 

Similarly, the Federal Co-Operative College, Oji River in Enugu State, South-East Nigeria, submitted a budget proposal of N12.8billion to the National Assembly, but the National Assembly sent back N103.6billion as an approved budget.

 

BudgIT which made the revelation in posts on its X account said, “Nigerians, there’s no easy way to say this, #TheBudgetisaMess.

 

“The Federal Co-operative College Ibadan submitted a proposed budget of N1.5 billion to the National Assembly. The National Assembly, @nassnigeria inserted 182 projects worth N45.36 billion and approved N46.9 billion.

 

“Is the National Assembly mining gold at the Federal Co-Operative College Oji River?

 

“How else do you explain 419 insertions and a N90 billion budget hike?

 

“FCC (Federal Co-Operative College) Oji River sent N12.8 billion to the National Assembly. The National Assembly sent back N103.6 billion as an approved budget!”

 

 

The organisation revealed that some of the inserted projects, most of which are projects outside the constitutional mandates of the colleges, include N500 million allocated to the college in Ibadan for “Construction of lightening facility within selected rural cooperators communities.”

 

Others are, N500 million budgeted for “Renewable energy intervention in selected cooperators communities,” N500 million budgeted for “Construction of solar powered street lights across selected communities for sustainability,” N500 million budgeted for “Energy poverty intervention in selected rural cooperators settlements.”

 

 

Another N500 million allocated for “Construction of sports complex, motorised borehole and flood lights for farming communities in Ipoti Ekiti,” in Ekiti State; N500 million allocated for “Construction and installation of solar street lights in selected locations in South West states.”

 

Others are, N498 million budgeted under the same Federal Co-Operative College, Ibadan, for “Construction of rural farming Nazareth road, Imeko,” N498 million allocated for “Construction of rural farming Lafenwa Alagbe road, Ilara,” N498 million allocated for “Construction of rural farming community Ona Odo Ilara road.”

 

 

Also budgeted under the college are, N498 million budgeted for “Construction of rural farming community Ayekoja road, Idofa,” N498 million budgeted for “Construction of rural farming community Sabo road, Owode,” and N498 million budgeted for “Construction of rural farming Obaladi Afon road.”

 

For Federal Co-Operative College, Oji River, Enugu state, the National Assembly allocated N500 million to the college for “Provision of motorcycles and tricycles to some youths in Ogun, Lagos, Ondo, Osun, Ekiti and Oyo states.”

 

 

 

Other allocations include, N500 million allocated to the college for “Construction of mini sports centre at Alor, Idemili South Local Government Area, Anambra State,” N600 million budgeted for “Construction of Fistula facility at National Obstetric Fistula Centre, Abakaliki,” Ebonyi State.

 

Also, N600 million was allocated for “Provision of empowerment of selected skilled youths and market women in Ogun, Oyo, Osun, Ekiti and Ondo states,” N500 million budgeted for “Construction of renewable mini solar grid and renewable all-in-one solar street lights and boreholes in Akinmorin, Afijio Local Government Area, and Ijomu Oro in Oyo Central and Kwara South Senatorial districts.”

 

 

Another N1.5 billion allocated for “Deployments of all-in-one solar street lights in selected communities in South East senatorial district of Rivers State,” “Provision of 90w all-in-one solar street lights in Eleme Local Government Area of district of Rivers State,” and “Provision of 100w solar street lights in various market squares and Kira-Bara-Alue communities in Tai Local Government Area in South East Senatorial District in Rivers State.”

 

Other inserted projects are, N1 billion allocated to the college for “Installation of all-in-one street lights in Andoni Local Government Area in Rivers State,” and “Furnishing of community town hall with ICT and others in selected areas of Rivers State.”

 

 

Another N1 billion was budgeted under the college in Enugu for “Provision of 100watt street lights in various secondary schools in selected schools in Rivers State,” and “Installation of 100watt all-in-one street lights in hospitals and health centres across South East senatorial district of Rivers State.”

 

Decrying the mindblowing budget padding, BudgIT Foundation said, “If we continue like this, where will it take our country?

 

“The 2025 Budget will soon be presented,

and insertions like this should not happen again.”

 

 

Sahara Reporters  & BudgIT ( on X)

 

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“We Will Destroy Their Investments Before Wednesday’’ – Newly Elected LG Chairman Warns Wike (VIDEO)

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The newly elected chairmen of Obior Akpor Local government in Rivers state, Amb. Chijioke Ihunwo has revealed that there will be retaliatory attacks following the activities of unknown hoodlums that set three local governments on fire today.

 

There has been crisis in Rivers state due to the power tussle between the former governor, Nysom Wike and his successor, Sim Fubara.

 

 

The power tussle led to the local government election that held in the state on Saturday with APP, a party backed by Sim Fubara, winning 22 out of 23 local governments. The elected council bosses were sworn-in on Sunday to avoid court cases stopping their swearing in.

 

 

However, hoodlums alleged to be working for the minister of FCT, Nysom Wike stormed some local government secretariat and set them on fire.

 

In a response, Amb Chijioke made it known that they will go after anyone that attacks his local government secretariat and destroy their investments in the state.

 

He also warned the former governor not to meddle into the affairs of the state because he has investments at stake in the state.

 

 

WATCH VIDEO BELOW

 

 

https://x.com/Topboychriss/status/1843354599308300305

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Rivers State: IGP orders immediate unsealing of LG secretariats

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In response to nationwide condemnation over his involvement in the recently concluded local government elections in Rivers State, Inspector General of Police Kayode Egbetokun has directed the immediate unsealing of secretariats across all 23 local government areas (LGAs) in the state.

 

 

A statement issued on Monday by the Police Public Relations Officer of the Rivers State Command, Grace Iringe-Koko, conveyed the directive. It explained that the newly deployed Commissioner of Police, CP Bala Mustapha, was tasked with ensuring the withdrawal of all police personnel who were initially deployed to seal and safeguard the LGA secretariats.

 

 

 

“This decision aligns with the Nigeria Police Force’s commitment to maintaining neutrality and ensuring the smooth operation of democratic institutions,” the statement read.

 

The directive follows the political tension that erupted after the purported extension of tenure for former council chairmen loyal to FCT Minister Nyesom Wike. The move was countered by Governor Siminalayi Fubara’s appointment of caretaker committee (CTC) chairmen, leading the IGP to order the sealing of the secretariats.

 

 

This action prevented local government workers and the CTC chairmen from accessing the council secretariats and carrying out their daily duties.

 

In light of the recent order to unseal the secretariats, the statement clarified that police would only be redeployed to these locations in the event of a crisis or breakdown of law and order. “Emergency measures will be swiftly implemented to restore normalcy if necessary,” the statement added.

 

 

The Rivers State Police Command reassured the public of its commitment to maintaining peace and order and urged residents to remain calm and law-abiding as the situation evolves.

 

The newly sworn-in 23 council chairmen are expected to resume work in their respective LGAs today, where they will also swear in the newly elected councillors.

 

 

 

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