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Barbican Capital sues First Bank for wrongly stating shareholding

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…seeks to enforce rights over its 5.38bn (15.01%) shares

The legal quagmire in Nigeria’s oldest financial institution, FBN Holdings, has just got more complicated, with the largest single shareholder, Barbican Capital Limited taking out a lawsuit against the bank to protect its rights over shares held in the financial institution.
Barbican Capital went to court after it received notification that showed that FBN Holdings sought to reduce its five billion, three hundred and eighty-six million, three hundred and ninety-seven thousand, two hundred and two (5,386,397,202) total shareholding in the bank by 40 percent.

FBN Holdings sparked confusion in its December 2023 audited accounts released in May where it slashed Barbican’s shareholding in the bank to 3.1 billion (3,110,400,619) or 8.67 percent of the lender’s total shares from the earlier reported 4.8 billion (4,886,062,743) shares or 13.61 percent in its December 2023 unaudited accounts published in February.

A note attached to the audited accounts strangely said the 3.1 billion shares represent the total that had been “verified” by the Central Bank of Nigeria.

In its lawsuit against FBN Holdings, Barbican Capital attached a statement from the Central Securities Clearing System (CSCS) as evidence of its total shares ownership.

CSCS, the central securities depository for the capital market, is the widely accepted source for confirming share ownership. According to Barbican’s CSCS statement as of May 23, 2024, the company owned 5,386,397,202 shares (15.01%) while It held 4.8 billion (4,886,062,743) shares or 13.61 percent as at December 2023

The Otudeko-owned Barbican’s shareholding increased from the 13.61 percent reported by FBN Holdings in its unaudited results to 15.01 percent after Honeywell recently consolidated 1.5 percent of its affiliated shares into Barbican.

The court papers show that First Bank’s HoldCo paid dividends to Barbican Capital for all its 5,386,397,202 shares between November and December 2023 for the full year 2022, a validation of Barbican’s ownership of the shares, thus making the bank’s actions even more curious.

The bank has however now written to the registrars, Meristem Registrars & Probate Services Ltd, who pay dividends to shareholders, to freeze dividend payments to Barbican Capital on the shares in question, prompting the latter’s lawsuit against the lender.

Barbican Capital is therefore asking for the court’s intervention to protect its rights given that the CSCS record assigns the 5,386,397,202 (15.01%) shares to its name and since “no entity or 3rd party is making an adverse claim to ownership of or contesting ownership” of shares claimed by it in FBN Holdings and since it had “also not given notice to the defendant (First Bank) of transmission of its shares to any 3rd party pursuant to any law or the articles of association of the defendant.”

In the originating summons filed at the Federal High Court in Lagos by Bode Olanikpekun, SAN on July 3, 2024, Barbican Capital is seeking several reliefs including “a declaration that the number of shares contained/entered in the defendants register of members/records of members relating to the plaintiff (Barbican), is representative of the number of shares held by the plaintiff in the defendant.
Among others, Barbican is asking the court to grant “a declaration that the plaintiff’s shareholding in the defendant stands at 5,386,397,202 (as of 1st July 2024) reflected in the dematerialized records of the Central Securities Clearing System Plc, (CSCS).”

In the suit, Barbican said it is “entitled to all the benefits of membership in respect of all shares recorded as owned by it in the defendant company reflected in the dematerialized records of the Central Securities Clearing System Plc (CSCS).”

It is also seeking “a declaration that all the shares held by the plaintiff in the defendant are the plaintiff’s personal property, with all rights and privileges pertaining thereto.”

Other reliefs sought by Barbican in the suit include, “a declaration that the plaintiff’s shareholding in the defendant cannot be altered, dissipated, reduced, diminished, or erroneously stated in a manner inconsistent with the plaintiff’s right to own property.

Another is “An order of perpetual injunction, restraining the defendant, whether by itself, its officers, agents, servants, assigns, privies or anyone acting on its behalf, from altering or continuing to alter, erroneously stating or continuing to erroneously state, dissipating or continuing to dissipate, reducing or continuing to reduce, diminish or continuing to diminish the plaintiff’s shareholding in the defendant.”

In an affidavit, Otu Hughes, the Chief Investment Officer of Barbican stated that “the plaintiff/applicant is a member of the defendant by virtue of 5,386,397,202 shares held in the defendant as of 1st July 2024.

“By its unaudited consolidated statement for the year ended December 31, 2023, the defendant acknowledged that as of December 31, 2023, the plaintiff owned a total of 4,886,062,743 of its shares and that this quantum represented 13.61 percent of defendant’s total shareholding.

“The defendant paid dividends to the applicant for all the shares (as above), between November and December 2023 for the full year 2022.

“Despite the fact that the applicant’s shares portfolio with the defendant had increased from the quantum it was when the defendant’s unaudited consolidated statement for the year ended December 31, 2023, was released, the defendant has repeatedly been representing that the applicant’s shareholding as of December 31, 2023, and March 2024 was/is 3,110,400,619 shares. Despite protests from the applicant, the defendant refused to retrace its steps.

“The applicant is apprehensive that if this Honourable Court does not restrain the applicant in the manner sought by the applicant, the rest of the suit might be damaged/destroyed.”

The filed court documents also stated, that “as of July 1, 2024, the plaintiff held and still holds a total of 5,386,397,202 fully paid and issued shares of the defendant.”

Barbican stated in the documents filed before the Federal High Court that it “has shown very clearly the extent of its shareholding in the defendant. It has also shown the acts of the defendant which represent the same as depleted or reduced. By objective legal parameters, this amounts to an infraction or relevant laws, including the Constitution of the Federal Republic of Nigeria, 1999 (as amended) and CAMA. In the light of the facts contained in the affidavit in support of the originating summons and the arguments canvassed in this address, we respectfully urge this Honourable Court to grant the reliefs sought in the originating summons.”

 

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AIR PEACE ADDRESSES IN-FLIGHT THEFT INCIDENT ON FLIGHT P47190

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We confirm an incident of in-flight theft onboard Flight P47190 on February 19, 2025. The airline reiterates its unwavering commitment to passenger safety and security and has taken decisive action in response to the situation.

During the flight, a passenger was found in possession of a missing item following a thorough search conducted upon landing at Port Harcourt International Airport (PHC). The suspect was subsequently handed over to the airport police for further investigation and necessary action.

Air Peace is deeply concerned by the rising trend of in-flight thefts observed in recent weeks. To curb this menace, the airline is implementing enhanced surveillance measures onboard its flights. Cabin crew members have been advised to heighten their vigilance throughout the journey, and in-flight announcements will be intensified to sensitize passengers on the importance of securing their belongings and reporting any suspicious activities immediately.

Furthermore, the airline is taking a firm stance against such criminal acts by recommending the blacklisting of the identified suspect, reinforcing its zero-tolerance policy for any misconduct that compromises the safety and comfort of passengers.

Air Peace remains committed to delivering a safe, secure, and world-class travel experience for all passengers. The airline urges the public to cooperate with its security protocols and report any suspicious behaviour to ensure a seamless and enjoyable journey for everyone.

 

 

SIGNED

Dr. Ejike Ndiulo

Head, Corporate Communications

Air Peace Limited

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Court orders final forfeiture of Emefiele’s $4.7m, N830m, properties

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A federal high court in Lagos has ordered the permanent forfeiture of $4.7 million, N830 million, and properties linked to Godwin Emefiele, former governor of the Central Bank of Nigeria (CBN).

 

Yellim Bogoro, the presiding judge, granted the final forfeiture application brought by the Economic and Financial Crimes Commission (EFCC), in a judgement delivered on Friday.

 

The funds, now forfeited to the federal government, were held in First Bank, Titan Trust Bank, and Zenith Bank accounts managed by individuals and entities including Omoile Anita Joy, Deep Blue Energy Service Limited, Exactquote Bureau De Change Ltd, Lipam Investment Services Limited, Tatler Services Limited, Rosajul Global Resources Ltd, and TIL Communication Nigeria Ltd.

 

 

Properties affected by the interim forfeiture include 94 units of an 11-floor building under construction at 2 Otunba Elegushi 2nd Avenue, Ikoyi, Lagos; AM Plaza, an 11-floor office space on Otunba Adedoyin Crescent, Lekki Peninsula Scheme 1, Lagos; Imore Industrial Park 1 on Esa Street, Imoore Land, Amuwo Odofin LGA, Lagos; Mitrewood and Tatler Warehouse (Furniture Plant at Bogije) near Elemoro, Owolomi Village, Ibeju-Lekki LGA, Lagos; and two properties purchased from Chevron Nigeria, located in Lakes Estate, Lekki, Lagos.

 

 

Additional properties include a plot at Lekki Foreshore Estate Scheme, Foreshore Estate, Eti-Osa, LGA; an estate at 100 Cottonwood Coppel Texas Drive, Coppel, Texas, owned by Lipam Investment Services; land at 1 Bunmi Owulude Street, Lekki Phase 1, Lagos; and a property at 8 Bayo Kuku Road, Ikoyi, Lagos.

 

Justice Bogoro held that all these properties and funds are proceeds of unlawful activities which are bound to be forfeited to the Federal Government of Nigeria.

 

 

The judge held: “I find that the activities of the respondents here were unlawful. Why should they have a problem of dollars immediately Godwin Emefiele left CBN as a governor of the Bank and salary could not be made?

 

“I hold that they are not legitimate business activities.

 

“I hold that Anita Omoile is a close crony of the former CBN governor Godwin Emefiele who has been given undue influence to unlawfully sway dollars from CBN.

 

 

Consequently, I find that all the monies and properties in the schedule are finally forfeited to the Federal Government of Nigeria.”

 

The EFCC through its counsel Rotimi Oyedepo SAN had cited Section 17 of the Advance Fee Fraud and Other Fraud Related Offences Act, 2006, and Section 44(2)(b) of the Nigerian Constitution in its application, seeking an interim forfeiture on the grounds that the funds and properties were suspected to be proceeds of unlawful activities.

 

Justice Bogoro, finding merit in the EFCC’s application, ordered the interim forfeiture and mandated the publication of the order in a national newspaper.

 

 

Following the failure of the defendants or anyone else to prove that the funds legitimately belonged to them, the judge then made the interim order permanent.

 

Today’s order is another testament to the EFCC’s commendable assets recovery and anti-corruption efforts under its Executive Chairman Mr Ola Olukoyede.

 

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Halt campaign against NNPC’s progress

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By: Emmanuel Akanni

 

The Nigerian National Petroleum Company Limited (NNPC Ltd.) has again been the target of a deliberate misinformation campaign aimed at tarnishing its reputation and undermining the remarkable strides it has made recently.

 

 

After failing to discredit the accomplishments of the Mele Kyari-led management—most notably the revitalisation of the 60,000-barrel-per-day Port Harcourt Refinery, which had been non-operational for over 30 years, and the successful restreaming of the Warri Refining & Petrochemicals Company on December 30, 2024—critics have turned to spreading false claims about the quality of fuel supplied by NNPC Ltd.

 

In a recent viral video, a content creator claimed to have bought a litre of Dangote petrol from the MRS filling station in Lagos at N925 and another litre of PMS from an NNPC station at N945. The video showed two new generators running the fuel, and according to him, the generator running the NNPCL fuel stopped after 17 minutes, while the Dangote petrol lasted for 33 minutes.

 

 

Of course, the controversial video was sponsored to damage the reputation of NNPC Ltd, having recorded major milestones under Kyari. The video, which was done in bad faith, portrayed the NNPC Ltd. as a supplier of substandard fuel, an allegation too weighty to be overlooked.

 

Dismissing the claims, Olufemi Soneye, the Chief Corporate Communications Officer at the NNPC Ltd., said, “The Nigerian National Petroleum Company (NNPC) Ltd strongly refutes the false and misleading allegations made in a viral video circulating online, which claims that NNPC fuel does not last. This assertion is baseless and entirely unfounded, originating from unverified and amateur research that lacks credibility, accuracy, and professional oversight.”

 

 

The NNPC Ltd reaffirmed that its fuel was carefully formulated with one of the best compositions, ensuring optimal efficiency, durability, and environmental sustainability for consumers.

 

 

“Furthermore, it is important to emphasize that a significant percentage of Premium Motor Spirit (PMS) sold at NNPC retail stations in Lagos—where this deceptive video was created—is sourced from the Dangote Refinery, a strategic partner in promoting local production and energy security. Dangote Refinery adheres to strict industry standards, guaranteeing the quality of petroleum products supplied to our consumers,” NNPC Ltd. added.

 

According to Soneye, the misleading video was another desperate attempt by economic saboteurs to misinform the public and tarnish NNPC Ltd’s reputation.

 

 

Vowing that the NNPC would no longer tolerate malicious and deliberate misinformation designed to undermine its operations and mislead Nigerians, the company warned of dire legal consequences for the merchants of misinformation and campaigners of calumny against it.

 

 

“Henceforth, NNPC Ltd will take firm legal action against individuals or groups who intentionally spread falsehoods about our brand and operations. Those engaged in such malicious activities will be held fully accountable under the law,” Soneye added.

 

The Petroleum Products Retail Outlets Owners Association of Nigeria (PETROAN), after thorough testing, condemned the amateurish video and submitted that the fuel supplied by NNPC  Ltd. meets the highest industry standards.

 

 

“We urge content creators not to joke with sensitive matters that can collapse the economy,” said Billy Gillis-Harry, the PETROAN president.

 

The viral video lacks scientific proof, inappropriate, offensive and unethical. The content creator should have opted for laboratory analysis and not a social media stunt aimed at discrediting a particular brand against the other. It was a bad comparative and combative advertising dangerous to both brands.

 

The sustained campaign to demarket the NNPC Ltd started after the company, under Kyari’s sound leadership, reopened the Old Port Harcourt Refinery on Tuesday, November 26, 2024, apparently to the disappointment of forces against the revival of the country’s four refineries.

 

Attempts by sceptics to rubbish the achievement recorded with the Port Harcourt refinery were roundly repudiated by the NNPCL, workers at the refinery, experts, and delegates from the Presidency, Nigeria Labour Congress, Trade Union Congress, Petroleum and Natural Gas Senior Staff Association of Nigeria, and Nigeria Union of Petroleum and Natural Gas Workers. However, traducers will stop at nothing to carry out their nefarious agenda.

 

Let it be known that those fabricating lies to destroy NNPC’s reputation are fighting a lost war. Nobody can demarket a company that is doing well and consistently breaking new ground. From what was believed to be a cesspool of corruption to an organisation guided by sound management, transparency and corporate governance, Kyari and his team are doing a good job. The NNPC Ltd remains steadfast in its mission to ensure fuel availability, affordability, and quality for all Nigerians while maintaining global industry standards.

 

Of course, the coming of the $23 billion Dangote Refinery has changed the Nigerian downstream landscape igniting competition and a recent price war; such development is welcome and the expectation is that demand and supply forces would continue to drive the market. It is, however, important to keep the competition healthy and virile. No need to demarket one another. The downstream market should be a level playing field for all.

 

Recall that Kyari played a pivotal role in supporting the Dangote Refinery by securing a $1 billion loan backed by NNPC’s crude reserves. The strategic move not only addressed liquidity challenges but also ensured the successful completion of Dangote Refinery.

 

This, according to NNPC Ltd., underscores Kyari’s commitment to fostering public-private partnerships that deliver long-term value to the nation.

 

The NNPCL boss was said to have considered the investment in the Dangote Refinery as a strategic move aimed at strengthening domestic fuel supply.

 

“A strategic decision to secure a $1 billion loan backed by NNPC’s crude was instrumental in supporting the 650,000-barrel-per-day Dangote Refinery during liquidity challenges, paving the way for the establishment of Nigeria’s first private refinery. This initiative underscores NNPC’s dedication to fostering public-private partnerships that drive national development,” Soneye, the NNPC spokesman, had said at a recent Energy Relations Stakeholder Engagement in Abuja.

 

The Kyari-must-go campaigners have also joined the smear campaign against NNPC Ltd., sponsoring opinion pieces and media publications in an attempt to undermine the company’s progress. However, no amount of negative rhetoric can diminish the achievements NNPC Ltd. has made under Kyari’s leadership.

 

Apart from the refineries, NNPC Ltd. under Kyari declared N3.297 trillion profit for the 2023 financial year, the highest in its 46-year history and an increase of over N700 billion (28%) when compared to the 2022 profit of N2.548 trillion. This, of course, has been credited to the stringent financial management strategies deployed by Kyari and his team.

 

In 2021, NNPC declared profit in its operations for the first time.  From a loss position of N803 billion in 2018, it reduced the loss further down to N1.7 billion in 2019.

 

However, in 2020, it posted its ‘first-ever’ profit of N287 billion, then in 2021, it recorded an N674.1 billion profit and in 2022, the profit grew to N2.548, an unprecedented achievement in its financial performance. In a company where profitability was like an anathema, Kyari has bucked the trend and changed the narrative by posting profit year-on-year.

 

Efforts to discredit NNPC Ltd. are futile in the face of the company’s impressive performance. While constructive criticism is welcomed, malicious campaigns to harm the company’s reputation are unacceptable. NNPC Ltd. should continue to fight against such attacks and stand firm in its commitment to serving the nation.

 

Emmanuel Akanni, an energy analyst, writes from Lagos.

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