Barbican Capital Seeks Out-of-Court Settlement on Disputed N5.4bn Shares

Wale Igbintade

An investment firm, Barbican Capital Ltd, has asked a Federal High Court in Lagos to strike out the suit it filed against FBN Holdings in order to explore an amicable resolution of the dispute.
The plaintiff, Barbican Capital Limited, an affiliate of Honeywell Group Limited, had filed suit No. FHC/L/CS/1172/24, claiming it had cumulatively acquired 5,386,397,202 shares, representing 15.1 per cent of FBN Holdings’ overall shares listed on the Nigerian Stock Exchange (NSE).
In its originating summons, Barbican Capital sought several reliefs, including a declaration that the number of shares recorded in the defendant’s register of members is representative of the shares held by the plaintiff.
The firm also sought a declaration that its shareholding in the defendant stands at 5,386,397,202 shares, as of July 1, 2024, as reflected in the dematerialized records of the Central Securities Clearing System Plc (CSCS).
However, during the resumed hearing of the case yesterday, Barbican Capital was represented by Mr. Bode Olanipekun (SAN), while Mr. Babajide Koku (SAN) appeared for FBN Holdings. Hakeem  Afolabi (SAN) represented the third party, the Central Bank of Nigeria (CBN), and Mr. Kunle Ogunba (SAN) appeared for Ecobank Limited, which sought to be joined as an objector in the suit.
Olanipekun informed the court that the plaintiff had filed a notice of discontinuance, stating that it intends to explore an amicable resolution of the dispute. He urged the court to act on the notice.
In response, FBN Holdings’ lawyer, Babajide Koku (SAN), indicated that he had just been served with the notice in court. Koku requested a short adjournment to consult with his client before any orders were made.
Similarly, Hakeem Afolabi (SAN), representing the CBN, did not oppose the plaintiff’s notice.
However, Ecobank’s lawyer, Ogunba expressed surprise at the notice, stating that his client had not been served with it.
Ogunba also noted that Ecobank still had two pending applications before the court in the matter. While not opposing the adjournment requested by FBN Holdings’ lawyer, Ogunba emphasised that, as a party to the suit, Ecobank should be kept informed by the other parties.
Following an agreement among all the parties, Justice Ayokunle Faji adjourned the matter to November 20, 2024, for further proceedings.
Meanwhile, FBN Holdings Plc had in a written address argued that the primary purpose of the plaintiff’s lawsuit was to circumvent the CBN’s verification process and the actions taken by the CBN against the plaintiff.
FBN Holdings stated that on July 7, 2023, the plaintiff, in accordance with regulatory laws and policies, notified the defendant that it had acquired shares amounting to 4,770,269,843 units, or approximately 13.3 per cent of the defendant’s total shareholding.
It further explained that under the CBN’s Guidelines for Licensing and Regulation of Financial Holding Companies in Nigeria (issued pursuant to the Central Bank Act of 2007 and the Banking and Other Financial Institutions Act 2004), any financial holding company (including the defendant) must seek prior approval from the CBN before purchasing 5 per cent or more of a financial holding company’s shares.
The bank added that if shares are purchased in the secondary market, the CBN must be notified within seven days to obtain a ‘No Objection’ or approval.
According to FBN Holdings, in compliance with the CBN Guidelines, the company notified the CBN on July 10, 2023, of the plaintiff’s new shareholding, which exceeded the 5 per cent threshold, and sought the CBN’s approval.
The CBN subsequently responded, requesting that the plaintiff provide documents necessary for the verification of the shareholding.
Upon receiving this request, FBN Holdings forwarded the CBN’s letter to the plaintiff and recommended that it supply the relevant documents for the verification process. However, the plaintiff failed to provide the requested documents.
As a result, the CBN, in a letter dated January 29, 2024, informed FBN Holdings that it was only able to verify 3,110,400,619 units of the plaintiff’s shareholding out of the total 4,770,269,843 units due to insufficient documentation.
FBN Holdings stated that it communicated the verification status to the plaintiff, but to date, the plaintiff has failed to provide the necessary documents to the CBN.