• Tuesday, December 05, 2023
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How Federal High Court Lagos halted controversial FBN AGM

FBN Holdings to raise N139bn by Rights Issue

The controversial annual general meeting of First Bank Holding Co appears now to be shaky after a Federal High Court in Lagos granted an interim injunction restraining directors of the company from going ahead with the meeting planned for Tuesday.

BusinessDay has obtained a true copy of the ruling of Justice I. N. Oweibo in the case brought against the bank by three shareholders – Olojede Adewole Solomon, Adebayo Oluwafemi Abayomi and Ogundiran Emmanuel Adejare, the first, second and third petitioner who applied to the court to have the AGM stopped until the determination of their substantial suit.

In his ruling, the judge said, “after hearing Dr Muiz Banire SAN (with Kunle Adegoke SAN and Seoun Onabowu) of counsel for the petitioners/applicants who moves in terms of the motion papers urging the court to grant the same; and the court having ruled this 9th day of August 2023, it is hereby ordered as follows: that the application is accordingly granted as prayed.

“That an order of interim injunction is hereby made restraining the respondent whether directly by itself or indirectly through its directors, managers, officers, employees, servants, consultants, attorneys, agents, representatives, privies, however so-called, persons acting under its instructions and control from holding or taking any step to hold or proceeding with the proposed annual general meeting of the respondent scheduled to hold on the 15th day of August 2023 by virtual means pending the hearing and determination of the Motion on Notice already pending before this Honourable court.

“That the return date shall be 16th August 2023 for the motion on notice.”

The action is a revolt of shareholders of Nigeria’s oldest financial institution against directors who are pushing through the AGM to seek the approval of equity holders to raise N150bn in fresh equity via a rights issue and also to elect billionaire Femi Otedola as a director despite already having two representatives on the board.

Earlier this week, the bank insisted that it has not been served any court order stopping it from holding its 11th Annual General Meeting.

In the notice signed by the acting Company Secretary, Adewale Arogundade, FBN Holding said, “the attention of FBN Holdings Plc (the Company) has been drawn to recent media reports purporting that the Company has received a Court Order stopping It from holding the Annual General Meeting (AGM) scheduled for August 15, 2023.

“We confirm that this assertion is a false narrative as the Company has, as at the date hereof, not been served with any court order to stop the forthcoming AGM.”

According to the bank, “suffice to mention that the AGM is a statutory meeting of Shareholders that must be held in accordance with the law, further to which the Company will notify the regulators and the public as appropriate if there is any lawful order to restrain the Company from conducting same. We hereby assure our esteemed Shareholders that the AGM shall hold on August 15, 2023, as planned and we look forward to their attendance and active participation at the meeting.”