Ecobank seeks court order to stop Otudeko’s son from selling shares in FBN Holdings

A federal high court in Lagos has fixed April 15 for the hearing of the suit filed by Ecobank Plc against Obafemi Otudeko over 6.31 billion shares purchased by Barbican Capital Limited, an affiliate of Honeywell Group Limited, in First Bank of Nigeria (FBN) Holdings.

Obafemi Otudeko is the son of Oba Otudeko, former chairman of FBN Holdings.

Deinde Dipeolu, presiding judge, fixed the date follwing a filed motion ex-parte seeking to restrain Obafemi Otudeko, who is also managing director at Honeywell Group  and others from taking any steps to amortise, dematerialise, compromise, sell, transfer or deal with the 6.314 billion shares.

The motion ex-parte marked FHC/L/CS/638/2025, was filed by Kunle Ogunba, a senior advocate of Nigeria (SAN) and lawyer to Ecobank.

Other defendants in the suit alongside Otudeko’s son are: Barbican Capital Limited; Honeywell Flour Mills Plc; Siloam Global Services Limited; Oyeleye Foluke, a director at Honeywell Group; FBN Holding Plc; Corporate Affairs Commission (CAC); and Nigerian Stock Exchange (NSE), now Nigerian Exchange.

The originating summons, filed by Ecobank, sought to determine whether Barbican Capital can validly purchase shares in FBN Holdings, even though Honeywell Group was a “judgement debtor” in a supreme court judgement between “Anchorage Leisures Limited & 2 Ors. -v- Ecobank Nigeria”.

Ecobank also asked the court to determine whether registration of the Barbican Capital by Honeywell Flour, which thereafter purchased 6.314 billion units of shares in the FBN Holdings “is a ploy to circumvent the Final Judgment of the Supreme Court in Appeal”.

In the suit, Ecobank Plc, through Ogunba, asked the court for an interlocutory order restraining Obafemi Otudeko and other defendants from taking any steps to amortise, dematerialise, compromise, sell, or transfer the deal with the 6.314 billion collective aggregate shares of Barbican Capital in the FBN Holdings Plc, pending the hearing and final determination of the suit filed by EcoBank Nigeria Limited.

Ecobank sought an interlocutory order restraining all the defendants from “taking any steps to amortize, dematerialize, compromise, sell, transfer or otherwise turn to cash or any negotiable instrument of any sort the already dematerialized shares of Honeywell Flour Mills of Nigeria Plc, pledged to the Eco Bank Plc, in furtherance of the credit facility availed to the Honeywell Flour Mills of Nigeria Plc, to purchase the said shares pending the hearing and final determination of the suit”.

The lawyer added that the motion was supported with an affidavit of 38 paragraphs deposed to by Jafaru Kupa, a financial officer at Ecobank, and attached with a written address and some documentary exhibits.

Following the lawyer’s presentation, Dipeolu instructed the plaintiff to serve the motion for injunction on each defendant, requesting that they provide reasons why it should not be granted.

Consequently, Dipeolu adjourned the matter to April 15 for a hearing of the motion on notice.

DRAMA OVER MAJORITY SHAREHOLDER POSITION

In a notice on July 7, 2023, FBN Holdings said it received a notification also dated July 7, 2023, from Honeywell Group, that its affiliate, Barbican Capital, acquired 4,770,269,843 units of shares or 13.3 percent stake — indicating the return of Oba Otudeko to the financial institution he once chaired before he was sacked by the Central Bank of Nigeria (CBN) in April 2021.

The acquisition resulted in Femi Otedola losing his spot as the largest investor in FBN Holdings, as his stake held in the company was around 5.57 percent.

Despite acknowledging Barbican Capital’s investment, in the 2023 third quarter financial statements, FBN Holdings retained Otedola as its majority investor, with Otudeko’s name and company missing from the list of shareholders with 5 percent and above stake.

The exclusion of Otudeko followed the controversy that surrounded Barbican Capital’s investment, as Ecobank warned FBN Holdings against accepting the acquisition by Otudeko over an alleged N13.5 billion debt.

CONTROVERSY OVER OTUDEKO’S ACQUISITION 

In a letter dated July 7, 2023, Ecobank accused Oba Otudeko of “diverting his assets and that of the Honeywell Group of companies through the said Barbican Capital Limited, in order to frustrate the enforcement of the judgment of the supreme court against him”.

However, Otudeko said the supreme court did not award N13.5 billion judgment debt against him and asked FBN Holdings to disregard Ecobank’s request for it to reject his acquisition.

Also, according to a fact check by TheCable, although the supreme court determined that Otudeko’s companies owe Ecobank, it did not state any amount — indicating Ecobank’s claim that the apex court ruled that there is a N13.5 billion debt is incorrect.

The acquisition also drew the attention of the Securities and Exchange Commission (SEC), as a top official of the regulator disclosed that Otudeko’s acquisition was under investigation.

This was followed by protest from some of FBN Holdings’ shareholders at the company’s headquarters, with placards reading: ‘Oba Otudeko, First Bank is not your property, and ‘First Bank is Greater than you, Otudeko’.

However, on February 1, 2024, TheCable reported that FBN Holdings has named Barbican Capital as its majority shareholder — ending months of uncertainty around the acquisition made in July 2023.