Update: Hassan-Odukale, Otedola Hold 10.43% Stake FBN Holdings Replies NGX

The directors of FBN Holdings Plc, at the midweek in response to a query by the Nigerian Exchange Limited, said it now has two substantial shareholders with a total of 10.41% direct and indirect stakes in its issued shares.

The parent company of the nation’s foremost banking institution said it has reclassified the two shareholders as Tunde Hassan-Odukale and Femi Otedola, with cumulative holdings of 5.36% and 5.07% respectively.

According to the breakdown by Seyi Kosoko, its company secretary, the total shareholdings (direct and indirect) of Hassan-Odukale 1,923,512,099 shares or 5.36%, broken down into 26,231,887 units or 0.07% direct holding; and 1,897,280,212 shares, or 5.29%. That of Olufemi Peter Otedola, according to the statement summed up to 1,818,551,625 units or 5.07%, a breakdown of which showed that he holds 10m units, or 0.03% and 1,808,551,625 shares directly and indirectly.

The indirect holdings of Hassan-Odukale were broken down into 755,959,459 units or 2.11% through Leadway Assurance Company Limited; 486,605,478 shares or 1.36% in favour of ZPC/Leadway Assurance Premium & Inv Coll Account; 13,229,148 shares representing 0.04% held by Haskal Holdings Limited; another 1,004,528 units or 0.00% through Leadway Capital & Trust Limited. Others include 112,552 shares each in the name of LAC Investments Limited and Leadway Properties & Investment Limited respectively; 211,290,798 shares or 0.59% by Leadway Holdings (Holdco); 53,771,413 units by OHO Investment, or 0.15%; and 375,194,599 shares or 1.05% by Leadway Pensure PFA.

Continuing, the group said it has “not received notification from any other shareholder on the attainment of 5% shareholdings,” assuring the Exchange that of the necessary regulatory disclosure whenever such notification is received from any other shareholder.

The statement further said its reason for classifying the shareholdings of Hassan-Odukale and his related parties into two parts of 4.16% and 1.20% directly and indirectly respectively; just as a second 1.20% is shares ascribed to the same Hassan-Odukale “due to his influence and having significant control.”

FBN Holdings further gave the rationale behind including the 1.05% of Leadway Pensure PFA’s holdings as part of the investor’s 1.20% in the second part of the classification as Hassan-Odukale’s indirect interest in Leadway Holdings Limited that holds, holder of 69% equity in Leadway Pensure PFA. For this reason, FBNH said he “exerts significant influence and control over Leadway Pensure.”

It noted the provisions of Section 88 (1) CAMA 2020 which defined a “person with

significant control” as any person holding at least 5% directly or indirectly of the shares or interest in a company or limited liability partnership; the voting rights in a company or limited liability partnership; holding the right to appoint or remove a majority of the directors or partners in a company or limited liability partnership; otherwise having the right to exercise or actually exercising significant influence or control over a company or limited liability partnership, or having the right to exercise, or actually exercising significant influence or control over the activities of a trust or firm whether or not it is a legal entity, but would itself satisfy any of the first four conditions if it were an individual.

“It was to the extent of the foregoing that we included the 1.05% of Leadway Pensure PFA’s holdings as part of the indirect holding of Mr. Tunde 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. Mr. Tunde HassanOdukale, a Shareholder and Director of First Bank of Nigeria Limited (our largest

subsidiary), was profiled as an insider and as such, had the obligation to disclose his direct and indirect shareholdings.”

The company also drew the attention of the NGX to the definition of an Insider by Section 315 of the Investments and Securities Act, No. 29, 2007 (ISA), which defines an insider as any person connected with the company as a director of the company or a related company.” Rule 400(3) of the Securities & Exchange Commission (SEC) Consolidated Rules, 2013, it added, classified an Insider is an individual connected with the company during the preceding six months as a director of the company or a related company.

“Furthermore, Section 119 of the Companies and Allied Matters Act (CAMA) provides that: “Notwithstanding the provisions of section 120, every person with significant control over a company shall, within seven days of becoming such a person, indicate to the company in writing the particulars of such control.”

 Similarly, Section 120 of CAMA requires a substantial shareholder in a public company to “give notice in writing to the company stating his name, address and full particulars of the shares held by him or his nominee (naming the nominee) by virtue of which he is a substantial shareholder.

“A person is a substantial shareholder in a public company if he holds himself or by his nominee, shares in the company which entitle him to exercise at least 5% of the unrestricted voting rights at any general meeting of the company,” the group stressed further.