FBN Holdings Announces Otedola as Non-Executive Director

•AGM: Company asks court to stay proceedings 

•Suit for hearing August 23

Kayode Tokede and Wale Igbintade

The board and management of FBN Holdings Plc yesterday, announced on the Nigerian Exchange Limited (NGX) the appointment of Mr. Femi Otedola as its Non-executive Director.

This is coming a-day shareholders at the concluded 11th Annual General Meeting (AGM) approved his appointment, among other resolutions.

The acting company secretary, FBN Holdings, Mr. Adewale Arogundade, in a statement posted on NGX’s website, stated that the appointment by the board of FBN Holdings has been approved by the Central Bank of Nigeria (CBN) and endorsed by the shareholders at the AGM.

The AGM’s focus was on two major items on the agenda – approval of Otedola as a non-executive director and the proposal to undertake a N150 billion rights issue.

Otedola was appointed by the board as a non-executive director on July 09, 2023, almost the same time that a special purpose vehicle registered in the name of Oba Otudeko’s children announced the acquisition of the single largest individual shareholding of 13.3 per cent in the group.

A regulatory intervention by the CBN had ended Otudeko’s long reign as a director and chairman.

FBN Holdings had confirmed that Barbican Capital, an affiliate of Otudeko’s Honeywell Group Limited, acquired about 4.77 billion ordinary shares in the holding group, representing 13.3 per cent of the group’s 35.9 billion issued shares.

Describing Otedola, Arogundade in a statement said, he is a visionary entrepreneur whose energy is directed at transforming enterprises and putting them on the path of growth.

He stated that Otedola, “is a strong leader with a track record of achievements in business and always aiming to make things better and adding value in areas where pioneers have trod.”

According to him, “He was thrust into the public’s consciousness with his foray into the downstream sector of the oil industry when he started Zenon Petroleum and Gas Limited.

“Zenon disrupted and redefined the standards in the sector and to ensure that his very high standards are met, he also invested in storage, shipping, insurance brokerage and port agency and petroleum retail outlets building a formidable, value-driven presence along the downstream value chain.

“In his quest to grow his foothold in the sector, he initiated the purchase of majority shareholding in the then African Petroleum Plc in May 2007 and joined the Board as Chairman of the Board on 25 May 2007.

“His vision transformed African Petroleum Plc into Forte Oil Plc. The Company grew in leaps and bounds to become a model of the possibilities inherent in Nigeria, winning numerous accolades in recognition of the successful business turnaround, diversified portfolio, prompt financial reporting, strong corporate governance and investment of choice within the oil industry and the Nigerian Stock Exchange.”

The statement added: “He divested from the company when he accepted the offer of the Ignite Consortium led by Prudent Energy Services Limited for his entire shareholding in December 2018 and handed over control upon completion of the transaction in June 2019

“The divestment from Forte Oil Plc and his acquisition of FO Plc shares in Amperion Power Distribution Company Limited, the SPV for the acquisition of controlling shares in Geregu Power Plc led to him facing the Power Sector squarely as the Company’s Executive Chairman.

“This is in continuation of his long term interest in the Power sector dating back to 2007, when he made the very strategic decision to participate in the Privatisation Programme of the Nigerian Government and his doggedness culminated in the acquisition of a majority stake in the 414MW Geregu Power Plant by Amperion Power Distribution Company Limited in August 2013 (a plant which has since been overhauled and improved to a 435MW installed capacity) contributing approximately nine per cent of the generating capacity available to the National Grid.

“He has held several board memberships, including President of the Nigerian Chamber of Shipping and as past Chairman of Transcorp Hilton Hotel, Abuja. He was appointed Member of the Governing Council of the Nigerian Investment Promotion Council (NIPC) in January 2004 and in December the same year, he was appointed as a Member of the Committee saddled with the task of fostering business relationships between the Nigerian and the South African Private sectors.

“He was a member of the National Economic Management Team under the Chairmanship of Former President Goodluck Jonathan from September 2011 to May, 2015 and The Honorary International Investors Council under the leadership of Baroness Lynda Chalker. He is currently a member of the revered National Peace Committee.

“Femi was further recognised for his immense contributions to the growth of the Nigerian economy with the conferment of the prestigious National Honour of “Commander of the Order of the Niger- CON” by Former President Goodluck Jonathan in May 2010.

“A philanthropist with deep involvement in educational causes at all levels via the Sir Michael Otedola Scholarship Awards Foundation, he has continued to demonstrate his passion for his Epe community in particular and Nigeria in general, committing huge financial resources to the sponsorship of promising but financially disadvantaged students.”

Meanwhile, FBN Holdings, the parent company of First Bank of Nigeria Limited, has asked a Federal High Court in Lagos to stay execution of the ex-parte order restraining it from holding its Annual General Meeting (AGM) and to stay further proceedings in the matter.

Justice Nicholas Oweibo had on August 14 warned FBN Holdings’ Group Managing Director, Nnamdi Okonkwo, not to disobey the order restraining it from holding its AGM.

The aggrieved shareholders/applicants in the suit marked FHC/L/CP/1575/23, were Olojede Adewole Solomon, Adebayo Oluwafemi Abayomi, and Ogundiran Emmanuel Adejare.

At the resumed hearing of the matter, yesterday, lawyer to the petitioners, Dr. Muiz Banire, informed the court that the ex-parte order of the court restraining FBN Holdings Plc from holding its AGM on August 15th 2023 was flagrantly flouted.

He told the court that the respondent (FBN Holdings) despite being served with the court order by the bailiff of the court, arrogantly announced its decision to proceed with the said AGM notwithstanding the subsisting order of the court.

However, counsel to the FBN Holdings, Mutalubi Adebayo, informed the court of respondent’s application dated August 14, 2023, praying the court to stay execution of the ex-parte order, and also stay further proceedings in the matter.

Adebayo, a former Oyo State Attorney-General and Commissioner for Justice, told the court that petitioners have been served.

Another counsel, Ebu-Olu Adegboruwa, also filed a motion for joinder as co-plaintiff to ventilate the right of his client who had a similar complaint.

Justice Oweibo adjourned the case to Wednesday, 23rd of August, for hearing of all pending applications.

However, FBN Holdings in its application is seeking,  “An order of court staying and/or suspending execution of the Ruling delivered by the lower Court on the 9th of August 2023 in this suit pending the hearing and consequent determination of the Appeal filed at the Court of Appeal.

“An order of this Honourable Court staying further proceedings in this suit pending the hearing and consequent determination of the Appeal filed at the Court of Appeal against the Ruling of this Honourable Court delivered on the 9th of August, 2023.”

It stated that the execution of the Ruling of the Court by the petitioner/respondent would render nugatory the decision of the Court of Appeal and also destroy the Res (subject matter) if suspension of execution was not granted.

“If the ruling of this honourable court is enforced, the applicant would ultimately be left with an irreversibly empty victory in the event of the success of the appeal”, the Respondent stated.