First Bank Holdings to Raise N150 Billion Additional Capital Raise

First Bank Holding Plc, one of the nation’s premier commercial banks will seek shareholders’ approval to raise N150 billion additional capital at the group’s Annual General Meeting (AGM) scheduled for August 15, 2023.

This was contained in the group’s amended notice of the annual general meeting seen by Nairametrics.

According to the notice, 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.

At the upcoming AGM, the shareholders will also have the opportunity to consider and pass 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”.

Nairametrics also reported recently that the group also announced the appointment of Billionaire investor, Mr. Femi Otedola as Non-Executive Director subject to the approval of its shareholders at the upcoming Annual General Meeting (AGM) scheduled for August 15, 2023.

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.

Some shareholders of FBN Holding Plc (FBNH), had protested against a court order suspending the 11th Annual General Meeting (AGM) of the financial institution, and management proposed plans to raise fresh capital and appoint new directors.

The shareholders, in a protest in Lagos, decried the move by some individuals to use the court to stop the AGM, noting that AGMs are statutory meetings that cannot be stopped from holding.

A petition by Olusegun Samuel Onagoruwa upon which the order was obtained in suit No: FHC/L/CP/1271/2022 sighted by reporters and addressed to the chairman of FBN Holdings, Nnamdi Okonkwo said:

“Take notice that unless you obey the directives in the JUDICIAL ORDER contained in the ORDER made on the 15th July 2022 by the Federal High Court, Lagos, by refraining from proceeding with the 11th Annual General Meeting of FBN Holdings Limited proposed for 15th August 2023 from seeking approval to issue or raise share capital in any manner whatsoever, from appointing or confirming the appointment of new directors, or in any other manner taking any step towards implementing, actualizing enforcing resolution of the 10th Annual General Meeting of FBN Holdings Plc held on 20th June 2022 or in any other manner overreaching, disobeying or undermining the said ORDER of court, you will be guilty of CONTEMPT OF COURT.”

Chairman of the Trusted Shareholders Association of Nigeria, Alhaji Mukhtar Mukhtar, while speaking on behalf of other minority shareholders, noted that shareholders are not happy that some individuals are trying to hold the financial institution to ransom.

He added: “They, therefore, want the AGM to proceed, and all resolutions should be considered. We are here to register our displeasure, discontent, our disapproval, and rejection of the attempt by some shareholders to prevent the AGM of FBN from being held and thereby preventing some resolutions from being passed. We want the AGM to proceed, and the resolutions passed.”

The shareholders called on the Central Bank of Nigeria (CBN), the Securities and Exchange Commission (SEC), and other regulatory bodies to take action and look into the crisis.

While noting that FBNH has an important, systemic function in the economy of Nigeria as one of the few banks that stabilise most of the monetary and fiscal policy and banking practices as a whole, Mukhtar urged the regulators to allow the financial institution to grow by enforcing best practices and by resolving the looming crisis.