N13.5bn Debt: Tussle for FirstBank Takes another Turn as Ecobank Accuses Otudeko of Diverting Assets

•Advises holdco to reject Honeywell’s share purchase 

•Says investment aimed at frustrating enforcement of Supreme Court judgement

Obinna Chima

Following the recent strategic investment the Honeywell Group made in FBN Holdings Plc through the purchase of majority shares in the holding company (holdco), a new twist in the unfolding development emerged yesterday as Ecobank Nigeria Limited advised FBN Holdings, the parent company of First Bank of Nigeria Limited, against approving or accepting the investment due to outstanding “humongous indebtedness” by the company and its founder, Dr. Oba Otudeko.

Ecobank Nigeria, a subsidiary of Ecobank Transnational Incorporated (ETI), in a letter through its lawyer, ‘Kunle Ogunba & Associate, dated July 7, 2023, addressed to the Managing Director of FBN Holdings, pointed out that Honeywell Group and Otudeko were indebted to the bank to the tune of N13,507,052,417.99. It stated that with the investment in FBN Holdings, Honeywell Group and Otudeko were diverting funds that ought to be used for the repayment of the loans.

The letter titled, “Re: Shares Belonging to Honeywell Group Limited, Honeywell Flour Mill Plc, Anchorage Leisures Limited, Siloam Global Services Limited. and Dr. Obafemi Otudeko in FBN Holdings Plc or in Any Other Entity,” was signed by Oludare Amusan, who is the Insolvency Forte LP at Kunle Ogunba & Associates.

Ecobank pointed out that the loans were personally guaranteed by Otudeko.

Honeywell Group Limited (HGL), in its latest strategic investment in FBN Holdings through its affiliate company, Barbican Capital Limited, had last week purchased 4,770,269,843 FBN Holdings shares in a cross deal worth N87.8 billion. The company had also said its investment in the holdco was to create value for shareholders.

Barbican is owned by Honeywell Group and Otudeko. The FBN Holdings shares Honeywell Group purchased were at N19 per unit, which was the largest volume of FBN Holdings shares traded in a single day since 2012.

But reacting to the development, Ecobank, through its lawyers, in the letter obtained by THISDAY yesterday, stated, “We are Counsel to Ecobank Nigeria Limited, (hereinafter referred to as ‘our client’) on whose behalf and express directive, we author the instant. Please, be informed that our client instituted several law suits against Honeywell Group Limited, Siloam Global Services Limited, Anchorage Leisures Limited, Honeywell Flour Mills Plc, and Oba Otudeko at the Federal High Court, Lagos, in view of recouping the humongous indebtedness of the highlighted entities to our client.

“It is particularly noteworthy that Dr. Oba Otudeko personally guaranteed the loan leading to the humongous indebtedness of the prior-mentioned companies.

“Whereas, the prior-mentioned entities had initially disputed their indebtedness to our client and had consequently filed an action in court to that effect, the Supreme Court on the 27th day of January, 2023, in Appeal No. SC/CV/210/2021 delivered judgement affirming the indebtedness of the above persons to our client and further commanded that they must pay all outstanding debts that have accrued under the loan contract between the parties; being the same debt personally guaranteed by Dr. Oba Otudeko, which said indebtedness stood in the sum of N13,507,052,417.99 (Thirteen Billion, Five Hundred and Seven Million, Fifty Two Thousand, Four Hundred and Seventeen Naira, Ninety-Nine Kobo) as at 31st Day of January, 2023, whilst interest continues to accrue on the due debts as legally sanctioned by the Supreme Court of Nigeria, the highest court in the land, aforesaid.”

Ecobank argued that instead of taking steps to repay their indebtedness in line with the mandate of the Supreme Court, “it has come to our notice that Dr. Oba Otudeko (being the prime move and alter ego of the debtor companies who personally guaranteed to repay the said debt), has taken steps to divert his assets/funds and those of the debtor companies.

“This he has done by using a company known as Barbican Capital Limited (special purpose vehicle), which was recently and hurriedly incorporated after the judgement of the Supreme Court (specifically on the 9th day of March, 2023).  We state that the said Dr. Oba Otudeko has via the said Barbican Capital Limited ‘allegedly’ purchased an aggregate of 4,770,269,843 (Four Billion, Seven Hundred and Seventy Million, Two Hundred and Sixty-Nine Thousand, Eight Hundred and Forty-Three) shares of FBN Holdings Plc.”

Ecobank Nigeria stated that it was duly informed that the said shares were purchased from Dongonyaro Investments Limited, Home Securities Limited, Skyview Estates Limited, Thames Investment & Securities Ltd., ESBI (WA) Limited, Fistful Securities Limited, Zanfara Packages, Row Park Limited Edenvale Limited, Mansion House Limited, Bethlehem Properties Limited and Musa Haruna Foods.

Others included Yazidu Zakari Ventures Limited, Thornbull Securities Limited, Moore House Limited, Impressario Limited, Mahmoud Alheri Limited, Timothy Banfield Limited, The Whitebread Limited, and Penrose Securities Limited.

Furthermore, the bank stated that it was duly notified that the said shares purchased by Otudeko albeit Honeywell Group Limited, via Barbican Capital Limited, were being held in the names of: Peace Account GASL Nominee Limited, Bluenote Ltd., RAML/MEF9, RAML Account Management Services, Monarch Securities Ltd., Mansion House Limited., Alliance Estates Ltd., Edebvale Ltd., Metropolitan Trust Nig. Ltd, and Spring Water Limited.

It added, “Consequent upon the foregoing crystalised facts, it is beyond doubt that the actions by taken by Dr. Oba Otudeko is targeted at diverting his assets and that of the Honeywell Group of Companies through Barbican Capital Limited, in order to frustrate the enforcement of the judgement of the Supreme Court against him and the Honeywell Companies, towards recovering his/their undisputed indebtedness to our client.

“We, therefore, demand that you respectfully stay/reject the approval/consent/registration/ratification (however described or in whatsoever manner) of shares bought by the said Barbican Capital Limited held via the afforested  entities, as proceeding with such approval/registration will be tantamount to assisting in the diversion of funds/assets meant for the payment of the debt which has been affirmed by the Supreme Court, same being a flagrant violation of the extant judgement of the Supreme Court and which has effectively determined the outstanding indebtedness between the Honeywell Group and our client Ecobank Nigeria Limited.

“We also hereby demand that you avail us details of the status of the said transaction within the ensuing seven days, noting that as a responsible corporate entity, you are not expected to take any action which may be tantamount and/or construed to be encouraging the subversion and/or violation of the extant judgement of the Supreme Court which undisputed mandated the Honeywell companies to pay their outstanding indebtedness (same debt personally guaranteed by the alter ego of the Honeywell Companies, Dr. Oba Otudeko) to Ecobank Nigeria Limited.”