FBN Holdings Plc, owner of First Bank Nig. Ltd has issued a disclosure statement to the Nigerian Exchange Group (NGX), providing an update of the substantial shareholders of FBN Holdings Plc as well as answers to questions earlier asked by the NGX.

The statement is contained in a letter from FBNH to the NGX dated October 26, 2021, and is a response to a preceding letter from the Nigerian Exchange requesting the bank to provide additional information and update its list of substantial shareholders and their shareholding in the company.

FBNH was requested by the NGX to provide clarification on six grey areas, one of which is the assertion that the current Chairman of FBNH, Mr Tunde Hassan Odukale, has 4.16% and 1.20% shareholdings ascribed to him.

What FBNH’s letter to the NGX said

In the letter, FBNH provided responses to the six areas where the NGX requested clarification, namely:

The reason for classifying the shareholdings of Mr Tunde Hassan-Odukale and his related parties into two parts of 4.16% and 1.20% respectively;
The rationale behind including the 1.05% of Leadway Pensure PFA’s holdings as part of the investor’s 1.20%.
The meaning of “cumulative equity stake” as used in FBNH’s notification;
The meaning of “cumulative equity stake” as used in FBNH’s notification specifically in relation to Leadway Pensure PFA’s holdings;
The list of all the substantial shareholders of the Company and their percentage shareholdings; and
Confirmation that the shareholders and shareholdings in the list provided, further to item (5) above, adopts the same rationale and methodology as FBNH’s earlier notification dated 18th October 2021.

In response to the first question, FBNH stated:

“The first part of the shareholding classification (4.16%), are shares held directly and indirectly by Mr Tunde Hassan-Odukale.

“The second part of the shareholding classification (1.20%), are shares ascribed to Mr Tunde Hassan-Odukale due to his influence and having significant control.”

As regards the rationale behind including the 1.05% of Leadway Pensure PFA’s holdings as part of the investor’s 1.20%, FBNH stated that Mr Tunde Hassan-Odukale has an indirect interest in Leadway Holdings Limited that holds 69% equity in Leadway Pensure PFA and as such, exerts significant influence and control over Leadway Pensure.

Consequently, the Company (FBNH) ascribed these shareholdings to him. They went on to cite the legal basis for this action, calling attention to (among others) the provisions of Section 88 (1) CAMA 2020 where the term, “person with significant control” is clearly defined.

“It was to the extent of the foregoing that we included the 1.05% of Leadway Pensure PFA’s holdings as part of the indirect holding of Mr Tunde Hassan-Odukale, for full disclosure and transparency, in line with the provisions of the extant rules and regulations,” they said, adding that Regulatory disclosure requirements as provided in Rule 17.15(c) of the Rule Book of the NGX mandates an ‘Insider’ to make full disclosure of their direct and indirect holdings as well as dealings in shares, to the Company for transparency.

“Mr Tunde Hassan-Odukale, a Shareholder and Director of First Bank of Nigeria Limited (our largest subsidiary), was profiled as an insider and as such, had the obligation to disclose his direct and indirect shareholdings,” they further explained.

Pertaining to the meaning of “cumulative equity stake” as used in FBNH’s notification, the holding company noted that it referred to the summation of all the direct, indirect and ascribed holdings of Mr Tunde Hassan-Odukale.

As regards the meaning of “cumulative equity stake” as used in FBNH’s notification specifically in relation to Leadway Pensure PFA’s holdings; the holding company explained that the use of cumulative equity stake was not specifically related to Leadway Pensure PFA’s
Holdings but was rather, the summation of all the direct, indirect and ascribed holdings of Mr Tunde Hassan-Odukale.

In response to the request for a list of all the substantial shareholders of the Company and their percentage shareholdings; FBNH provided a pictogram showing the two major shareholders to be:

The Chairman of FBNH, Mr Tunde Hassan Odukale with a total of 5.36% shareholding to the tune of 26,231,887 (0.07%) units of shares as direct shareholdings and 1,897,280,212 (5.29%) units of shares as indirect shareholdings; and

Mr Olufemi Otedola, who acquired a total of 5.07% shareholding in FBNH, represented by 10,000,000 (0.03%) units of shares as direct shareholdings and 1,818,551,625 (5.04%) units of shares as indirect shareholdings through Calvados Global Services Limited.

Mr Tunde Odukale’s indirect shareholdings were said to be held through the following entities:

Leadway Assurance Company Ltd
ZPC/Leadway Assurance Prem & Inv Coll Acct
Haskal Holdings Ltd
Leadway Capital & Trust Ltd
LAC Investments Ltd
Leadway Properties and Investments Ltd
Leadway Holdings (Holdco)
OHO Investment
Leadway Pensure PFA

In closing, FBNH assured the exchange that they have not received notification from any other shareholder on the attainment of 5%
shareholdings, stating that they will make regulatory disclosure upon receipt of such notification from any shareholder.

“In line with applicable regulations, FBNHoldings will continue to notify the appropriate agencies and authorities whenever we receive any notice of significant shareholding by Shareholders and the Company’s Registrars,” they said.

Backstory

Recall that the FBNH recently released a disclosure officially announcing Mr Olufemi Otedola as a substantial shareholder in the bank.

Following this disclosure, the Exchange requested a detailed announcement providing additional information on the classification of the shareholdings of the Chairman of First Bank Ltd, Mr Tunde Hassan Odukale, as well as the rationale behind ascribing the shareholding held by one of Leadway Holdings’ subsidiaries, Leadway Pensure PFA to Mr Odukale.

In addition, FBNH was required to list all the substantial shareholders of the company and their percentage shareholdings.