By Idris Bakare
The eagerly anticipated annual general meeting of First Bank of Nigeria Holdings has taken a curious twist after it has come to light that the meeting will be conducted virtually despite the substantial issues on the agenda which include deliberation of plans by the board, handpicked by the suspended Central Bank governor Godwin Emefiele, to initiate a fresh capital raise.
The annual general meeting is scheduled for Tuesday August 15, 2023, and groups of shareholders of Nigeria’s oldest bank are asking why the board is avoiding a physical convening which will permit the owners of the bank to have an unfettered ambience to consult among themselves and ensure only the best options are voted for.
They believe that a key reason why the directors have resorted to a virtual meeting is to keep in check angry shareholders who have been rankled by the suggestion of a virtual meeting, BusinessDay’s investigation revealed.
Shareholders are also raising questions over the appropriateness of leaving such a crucial matter like raising fresh capital in the hands of a board that is unrepresentative of the bank’s ownership.
According to one major shareholder, “there is no shareholder fight in this bank. The crisis you see today was instigated by Godwin Emefiele and those doing his bidding in the bank.”
Since Godwin Emefiele dissolved the board of the financial institution more than two years ago and insisted on allowing the Chief Executive Officer Sola Adeduntan a rare third term, First Bank has remained in the news.
First, it was the shock move by billionaire industrialist Femi Otedola in buying and then suddenly off-loading significant shareholding in the bank. That was then followed by the massive acquisition of shares by the hitherto unknown Barbican Holdings which displaced Otedola as the largest single equity holder in the bank in what has been described as the comeback of the bank’s former chairman, Oba Otudeko.
After a press statement indicating that the annual general meeting of the bank’s holding company will be held next month, it has emerged that several major shareholders have kicked, raising questions about the main purpose of the meeting which is to approve plans for a capital raise by a rights issue.
Shareholders including Barbican Holding have written formally to query the process while some other shareholders have cried foul over the role of the Emefiele-appointed board in seeking to raise capital for the bank and prescribing how that capital raise should be conducted.
“How did the board come to the conclusion that there was a good reason for raising fresh capital and how did the same board determine that this was a good time to raise fresh capital,” one shareholder of the bank told our reporter. He added, “it appears to me that there is something in this that should worry especially the more than one million small shareholders of the bank.”
In the notice for the annual general meeting, the Emefiele-appointed board is proposing to FBN Plc shareholders, “to consider and if thought fit, pass the following as ordinary resolutions: (a) That the Company’s Issued Share Capital be and is hereby increased from NGN17,947,646,396 (Seventeen Billion, Nine Hundred and Forty-Seven Million, Six Hundred and Forty Six Thousand, Three Hundred and Ninety Six Naira) made up of 35,895,292,792 (Thirty-Five Billion, Eight Hundred and Ninety-Five Million, Two Hundred and Ninety-Two Thousand, Seven Hundred and Ninety-Two) Ordinary shares of 50 (Fifty) Kobo each to NGN 22,434,557,995 (Twenty-Two Billion, Four Hundred and Thirty-Four Million, Five Hundred and Fifty-Seven Thousand, Nine Hundred and Ninety-Five Naira) by the creation of 8,973,823,198 (Eight Billion, Nine Hundred and Seventy-Three Million, Eight Hundred and Twenty-Three Thousand, One Hundred and Ninety-Eight) Ordinary shares of 50 (Fifty) Kobo each.”
