A letter dated October 18th 2021, circulating on some social media platforms and seen by Nairametrics suggests a group of related parties and Mr Tunde Hassan-Odukale the current Chairman of First Bank Nigeria Ltd own about 5.36% of FBNH. Nairametrics cannot confirm the authenticity of the letter.
In the letter titled “Notification of 5% Shareholdings in FBN Holdings Plc,” signed by the Company Secretary of FBNH, Seye Kosoko and addressed to the Registrar General Corporate Affairs Commission, it lists entities related to Mr Odukale which when combined, gives his group 5.36% ownership of the HoldCo.
It then went on to inform the CAC that “in accordance with the provision of section 119 (2) of CAMA 2020, we hereby notify the commission that the cumulative equity stake of the referenced shareholder in the company is now above the 5% threshold at 5.36%.” Strangely, the letter listed all the entities as “Leadway Assurance FBN Shares Purchase Update Breakdown of Ownership” suggesting that they are owned by one and the same person.
The letter curiously ascribes pension fund to Odukale
A closer look at the list of companies included in the letter as related parties to Mr Odukale shows Leadway Pensure PFA, a registered Pension Fund Administrator with a shareholding of 375, 194, 599 units or 1.05% ownership. There were 8 other entities including Leadway Assurance and related associate companies with a combined 3.46%.
While we cannot independently confirm if the PFA does own these shares, it is strange that the PFA is listed as a related party to Mr Odukale or owned by Leadway Assurance. PFAs hold investments in trust on behalf of Retirement Savings Account Holders (those who contribute to pension funds). Thus, such shares cannot be deemed part of the holdings of a group related to Mr Odukale. Without Leadway Pensure PFA, the total shares purportedly related to Mr Odukale is 4.16% as detailed in the letter.
Investment analysts who spoke to Nairametrics on condition of anonymity due to the sensitivity of the matter also expressed surprise that this claim is being made when the company’s audited results clearly did not list any shareholder with a 5% ownership. The 2021 half-year result of the company did not also disclose any shareholder with interest of 5% and above. FBNH is yet to publish its 9-months interim results.
Another analyst also points to the fact that share purchases involving insiders of a company such as directors of the company are disclosed on the stock exchange via the insider dealings corporate action. The last insider dealing on any FBNH reported on the Stock Exchange was on June 9, 2020, and was just 2 million units.
Scramble for ownership
It is unclear what may have instigated the circulation of this letter and why it was written (if true) but it is likely connected to the imminent announcement of billionaire investor, Femi Otedola as the new majority shareholder of FBNH. Nairametrics reported recently that the serial investor had acquired shares in the bank above the 5% threshold. This is likely prompting an internal scramble for ownership position in the bank especially now that the Central Bank has removed Oba Otudeko from the board.
According to our sources, Mr Femi Otedola and his investment vehicle Calvados Global Services Ltd have now acquired over 5% of FBNH which will make him the single largest shareholder of the bank and give him effective control of the bank provided the approval of CBN is obtained. Typically, when a shareholder acquires over 5% of a quoted company, the registrars of the bank are mandated under Rule 397 of the Securities and Exchange Commission to report such to the company (FBNH in this case), SEC and the Nigerian Exchange. Following this, the bank will now officially notify the CBN. Nairametrics understands Calvados has already notified appropriate authorities of the acquisition.