FBNH shareholders approve Otedola as director, N150 billion capital raise

Shareholders of First Bank Holding Plc, one of the nation’s premier commercial banks, have approved the holding company to raise N150 billion in additional capital for future expansion.

The approval which was given at the group’s Annual General Meeting (AGM) held virtually today despite being served with an ex parte order of interim injunction by the Federal High Court in Lagos, also saw the ratification of the appointment of Billionaire investor, Mr. Femi Otedola as Non-Executive Director among other resolutions.

Otedola was listed as a substantial shareholder with 5.57% of the total shareholdings, translating to 10,000,000 units of shares directly held and 1,989,342,376 units of shares held indirectly under Calvados Global Limited as of June 30, 2023. 

According to the resolution passed by the shareholders, the capital raise transaction shall be by way of a Rights Issue, on such terms and conditions and on such dates as may be determined by the Directors, subject to obtaining the approvals of the relevant regulatory authorities.

Other special resolutions passed:

At the AGM, the shareholders also considered and passed the following special resolutions: 

That the Rights Issue referred to in Resolution may be underwritten on such terms as may be determined by the Directors, subject to obtaining the approvals of the relevant regulatory authorities.
That shares not taken by the existing shareholders within the period stipulated under the right issue may be offered for sale to interested shareholders of the company on such terms and conditions as may be determined by directors subject to obtaining the approvals of regulatory authorities,
That the Directors be authorized to appoint such professional parties and advisers and to perform all such other acts and do all such other things as may be necessary to give effect to the above resolutions, including without limitation, complying with the directives of any regulatory authority.

That Clause 6 of the Memorandum of Association of the Company be amended to reflect the newly issued share capital of 22.435 billion by the creation of 8.974 billion Ordinary shares of 50 Kobo each”.
“That the Directors’ fees for the financial year ending December 31, 2023, and for succeeding years, until reviewed by the Annual General Meeting, be fixed at N50 million for each Director and N63.7 million for the Board Chairman That the Company’s Issued Share Capital be increased from N17.948 billion made up of 35.895 billion Ordinary shares of 50 Kobo each to N22.434 billion by the creation of 8.974 billion Ordinary shares of 50 Kobo each”.

What the group said:

Alhaji Ahmad Abdullahi, Group Chairman, FBN Holdings Plc, addressing shareholders at the meeting said the Group continued to push through difficult and economically challenging times, working with Board and Management teams across its subsidiaries to deliver strong topline revenues at year-end 2022.

“When we isolate the exceptional income from one-off recoveries made in the prior year, gross revenues grew by 31% to close at N805.1 billion, driven primarily by higher net interest income (+59% year-on-year) and supported by a marginal growth of 2% in non-interest income. Our operating expenses grew by 9%, less than the headline inflation rate of over 20%. Despite the challenging environment, the Group was able to deliver a profit before tax of N157.9 billion.
Our balance sheet remains strong, commanding a total asset base of N10.6 trillion, a customer deposit base of N7.1 trillion, and delivering decent returns on equity and assets of 14.5% and 1.4%, respectively.
Our revamped Risk Management architecture continues to guide our creation of risk assets and ensures that loans are extended to high-quality customers. This has been instrumental in reducing our non-performing loans (NPL) and in driving our NPL ratio down and within the regulatory threshold of 5%.
Key to delivering our strong performance is the business model that allows us to operate diverse portfolio businesses in financial services that span across all customer segments and all sectors of the economy.
Our structure continues to allow us to benefit from the inherent synergies across our businesses and help us create unmatched value propositions along multiple customer value chains.

Working together as one team, the Group was able to internally generate N23.8 billion in cross-sell revenues by year-end 2022 (up 14% from 2021).” he said.
In case you missed it:

Nairametrics reported that FBN Holdings Plc, the parent company of First Bank of Nigeria Limited announced that it will go ahead with its Annual General Meeting (AGM) scheduled for August 15, 2023, despite being served with an ex parte order of interim injunction by the Federal High Court in Lagos.

FBN had initially denied receiving a court order stopping it from holding the Annual General Meeting (AGM) scheduled for August 15, 2023, and says the AGM would go as scheduled.

In a statement issued on the Exchange, the company disclosed this in a statement issued on August 14, 2023, and signed by its Company Secretary, Seye Kosoko.

According to the statement, the company was served with the court order on August 11, 2023, following a suit filed by three shareholders who sought to restrain the company from holding the AGM.

The statement explained that the company’s lawyers have filed and served on the petitioners the necessary processes and notice of appeal challenging the court order and seeking that it be set aside, as well as the entire proceedings.

The company also stated that it believes that it can proceed and is indeed proceeding with the AGM, which is a statutory meeting, by the applicable laws and regulations.

The statement read in part:
- “By Nigerian Exchange Limited (Rulebook), and further to our announcement on August 10, 2023, that the Company was yet to be served with any Court Order, we hereby notify the Public and our Stakeholders that FBN Holdings Plc (“the Company”) was served with an ex parte order of interim Injunction on Friday, August 11, 2023, restraining it from proceeding with the proposed Annual General Meeting (AGM) as scheduled for August 15, 2023. This was via Suit No. FHC/L/CS/1575/23 – In the Matter of Olojede Adewole Solomon, Adebayo Oluwafemi Abayomi and Ogundiran Emmanuel Adejare vs. FBN Holdings Plc.
- We confirm that our lawyers have filed and served on the Petitioners the necessary processes and notice of appeal challenging the said order and seeking that same, as well as the entire proceedings be set aside, paving the way for the AGM to proceed on August 15, 2023, as earlier scheduled.
In light of the foregoing, the Company believes that it can proceed and is indeed proceeding with the AGM (which is a statutory meeting) as scheduled on August 15, 2023.

The AGM shall be conducted by the applicable laws and regulations, and the Company will continue to take all legal steps to prosecute its appeal against the exparte interim order to secure its vacation as well as the setting aside of the proceedings in its entirety.”