FBN Holdings Plc on Wednesday clarified that the Chairman of First Bank Nigeria Limited, Mr. Tunde Hassan-Odukale and the Chairman of Geregu Power Plc, Mr. Olufemi Otedola are the only shareholders that have attained five per cent shareholdings in the company.
The holding company put Hassan-Odukale’s shareholding at 5.36 per cent and that of Otedola at 5.07 per cent.
FBN Holdings disclosed this in response to enquiry by the Nigerian Exchange Limited (NGX).
However, THISDAY checks revealed that the Chairman of Globacom, Chief Mike Adenuga and the Chairman of Honeywell Group, Oba Otudeko, might have some undisclosed shares.
The NGX had written to the financial institution on the need to clarify its shareholding structure, demanding also, reason for classifying the shareholdings of Hassan-Odukale and his related parties into two parts of 4.16 per cent and 1.20 per cent respectively.
The Head, Listings Regulation Department, NGX, Mr. Godstime Iwenekhai, in the letter also requested the lender to explain rationale behind including the 1.05 per cent of Leadway Pensure PFA’s holdings as part of the subsidiary chairman’s 1.20 per cent in the second part of classification; explain the meaning of “cumulative equity stake” as used in notification and meaning of “cumulative equity stake” as used in notification specifically in relation to Leadway Pensure PFA’s holdings.
Also, the stock exchange sought to know the list of all the substantial shareholders of the company and percentage shareholdings; to confirm the shareholders and their shareholdings.
In response, FBN Holdings, in a letter signed by its Company Secretary, Mr. Seye Kosoko, clarified that Hassan-Odukale presently has 26,231,887 total direct holdings in FBN Holdings (0.07 per cent) and 1,897,280,212 or (5.36 per cent) and total indirect holdings.
This, it stated implied that Hassan-Odukale has total shareholdings (Direct and indirect) of 1,923,512,099 or 5.36 per cent in FBN Holdings.
On the other hand, it revealed that Otedola has 1,818,551,625 or 5.07per cent total shareholding (Direct and Indirect) in the financial institution.
The holdco pointed out that it considered “substantial shareholders” to mean those with five per cent and above shareholdings, noting that it has not received notification from any other shareholder on the attainment of five per cent shareholdings, apart from Hassan-Odukale and Otedola.
It assured the NGX that it would make regulatory disclosure upon receipt of such notification from any other shareholder.
“In line with applicable regulations, FBN Holdings will continue to notify the appropriate agencies and authorities whenever we receive any notice of significant shareholding by shareholders and the Company’s Registrars,” the holdco explained.
It reiterated that the notification of the shareholding of Hassan-Odukale as a Director of its banking subsidiary and an insider, was filed with the NGX and other relevant regulators on October 18, 2021.
According to FBN Holdings: “The reason for classifying the shareholdings of Hassan-Odukale and his related parties into two parts of 4.16 per cent and 1.20per cent respectively
“The first part of the shareholding classification (4.16 per cent), are shares held directly and indirectly by Hassan-Odukale.
“The second part of the shareholding classification (1.20per cent), are shares ascribed to Mr. Tunde Hassan-Odukale due to his influence and having significant control.”
Explaining the rationale behind including the 1.05 per cent of Leadway Pensure PFA’s holdings as part of the investor’s 1.20 per cent, FBN Holdings stated: “Tunde Hassan-Odukale has an indirect interest in Leadway Holdings Limited that holds 69 per cent equity in Leadway Pensure PFA and as such exerts significant influence and control over Leadway Pensure. Consequently, the company ascribed these shareholding to him.”
It explained the provisions of Section 88 (1) CAMA 2020 which among others, defined a “person with significant control” as any person: “directly or indirectly holding at least five per cent of the shares or interest in a company or limited liability partnership; directly or indirectly holding at least five per cent of the voting rights in a company or limited liability partnership.”
It therefore noted: “It was to the extent of the foregoing that we included the 1.05 per cent of Leadway Pensure PFA’s holdings as part of the indirect holding of Hassan-Odukale, for full disclosure and transparency, in line with the provisions of the extant rules and regulations.
“Also, regulatory disclosure requirements as provided in Rule 17.15 (c) of the Rule Book of the NGX mandates an ‘Insider’ to make a full disclosure of their direct and indirect holdings as well as dealings in shares, to the company for transparency. Hassan Odukale, a shareholder and Director of First Bank of Nigeria Limited, was profiled as an insider and as such, had the obligation to disclose his direct and indirect shareholdings.”
Also clarifying the meaning of “cumulative equity stake” used in its previous notification to the NGX, it stated: “The use of “cumulative equity stake’ in our notification is the summation of all the direct, indirect and ascribed holdings of Hassan-Odukale.”