The Extraordinary General Meeting called by FBN Holdings to seek shareholders’ approval to raise N300bn has been canceled.
A notice filed on Friday with the Nigerian Exchange Limited said the special meeting has been cancelled with no reasons given.
“The Extraordinary General Meeting of the members of FBN Holdings Pic (the “Company”), earlier scheduled to be held virtually on Tuesday, April 30, 2024, at 10 a.m for the consideration and authorization of the Company to undertake a Capital raise of up to N300bn and other ancillary matters, is hereby cancelled,” the statement read.
Last week, FBN Holdings in a notice of its Extraordinary General Meeting filed with the NGX disclosed that it would be seeking shareholders’ approval to raise N300 billion in additional capital.
According to the notice, shareholders will consider and vote on the special business “that the company be and is hereby authorised to undertake a capital raise of up to N300,000,000,000.00.”
The financial institution proposed to raise the funds via a public offering, private placement, or rights issue in the Nigerian or international capital markets.
The capital raise came barely weeks after the Central Bank of Nigeria directed banks to recapitalise.
However, NewMailNG gathered that the reason behind the cancellation of the meeting was not unconnected to the Federal High Court, sitting in Lagos, which had ruled on the motion to stop the proposed EGM.
In a motion on notice filed at the Registry of the Court on April 17, 2024, the plaintiff in the case, Mr. Olusegun Onagoruwa, is seeking an order “AN ORDER restraining First Bank Holdings and its Board of Directors, their Agents, Employees, Servants, Officers, Directors, Privies or anyone acting on their behalf or at their behest, from conveying, conducting and/or holding the 1st Respondents’ Extraordinary General Meeting scheduled to hold virtually on the 30th day of April, 2024, pending the hearing and determination of the substantive action.”
The plaintiff also seeks:
AN ORDER restraining First Bank Holdings Plc and its Board of Directors, their Agents, Employees, Servants, Officers, Directors, Privies or anyone acting on their behalf or at their behest, from conveying, conducting and/or holding any meeting of the 1st Respondents whether physically or virtually, capable of undermining, subverting, compromising, eroding and/or rendering nugatory and/or worthless, the Order of this Honorable Court made on the 15th day of July, 2022 and the substantive action filed by the Applicant, pending the hearing and determination of the substantive action. He also prays the court for AN ORDER setting aside, nullifying, annulling and/or quashing all the meetings of First Bank Holdings Plc held during the life span of the Order of this Honorable Court made on the 15th day of July, 2022 including the decisions and resolutions reached at such meetings and the steps already taken by the Directors, Officers, Agents, Servants and Employees of the 1st Respondent in a bid to execute, actualize, objectify and implement the said resolutions and decisions reached at such meetings. The case is slated for hearing on April 24, 2024 by Justice Akintayo Aluko. It will be recalled that First Bank Holdings Plc has been embroiled in several court cases regarding the management and control of the company and its allied entities, leading to various court orders.
In the affidavit in support of the application deposed to Babatunde Muyideen, a litigation executive in the law firm of Ebun-Olu Adegboruwa SAN & Co., solicitors to the Plaintiff, the history of the case was restated whereby the Plaintiff approached the Federal High Court through a Petition on July 6, 2022 to determine the questions relating to his rights as a shareholder, unfair treatment and the validity of the 2nd – 4th Respondents’ appointments, same having not been approved by the Shareholders of the 1st Respondent.
*That the Applicant filed a Motion Ex parte praying the Court for an Order of interim Injunction restraining the Respondents from taking any step or further step(s) to implement, execute and/or enforce any of the decisions and/or resolutions reached at the 10th Annual General Meeting of the Respondent (FBN Holdings) or in the alternative, directing the Respondents to maintain the status quo ante bellum prevailing before the 1st Respondent’s Annual General Meeting of 20th June, 2022, pending the hearing and determination of the Motion on Notice filed by the Applicant on the 6th day of July, 2022 for interlocutory Injunction.
*That he knows that on the 15th day of July, 2022, when the matter came up for hearing of pending application, this Court granted the alternative prayers sought by the Applicant and thereafter made an order “directing the Respondents herein jointly and severally whether by themselves, agents, servants, officers and/or privies or otherwise howsoever to maintain the status quo ante bellum prevailing before the 1st Respondent’s 10th Annual General Meeting was held on the 20th June, 2022, at Oriental Hotel Lagos, pending the hearing and final determination of the motion on notice for interlocutory injunction.”
*That the Respondents herein who were the Respondents in the application for interim order, were immediately served with the interim order of Court made on the 15th of July, 2022. Attached as Exhibit A, is a certified true copy of the interim order of this Court made on the 15th July, 2022.
*That by reason of the said Order of this Court made on the 15th day of July, 2022, the Respondents were mandated to abide by the state of affairs prevailing before the 1st Respondent’s (i.e. FBN Holdings Plc) Annual General Meeting of 20th June, 2022, pending the hearing and determination of the Motion on Notice filed by the Applicant on the 6th day of July, 2022 for interlocutory Injunction.
*That by the said Order of Court directing the Respondents to maintain status quo ante bellum, the Respondents are required not to hold and/or conduct any meeting of the 1st Respondent pending the hearing and the determination of the motion on notice.
*That the Respondents have continued to disobey the order of this Honorable Court believing that there are no consequences for such disobedience of order of Court.
*That the Respondents having incessantly and brazenly disobeyed the Order of this Court as stated above, they are now making frantic efforts to conduct another Extraordinary General Meeting (EGM) in defiance of the Order of Court that no steps be taken by them (the Respondents) pending the hearing of the motion on notice praying the Court for an Order of interlocutory injunction.
*That the Respondents have again published on the 1st Respondent’s website, notice of the said Extraordinary General Meeting scheduled to hold virtually on the 30th day of April, 2024. Attached as Exhibit E is the Notice of the Respondent’s EGM slated for 30th day of April, 2024. That it is the same Respondents restrained by the order of this Court made on the 15th July, 2022, from taking further steps that have now convened the Extraordinary General Meeting (EGM) slated for the 30th April, 2024.
*That from the Notice of the EGM, the businesses to be transacted at the floor of the Meeting forms the subject matter of the action already submitted to this Honorable Court for adjudication.
*That part of the business to be transacted on the floor of the EGM of the 1st Respondent (particularly agenda a, b, c and d of the Exhibit C) requires the active participations and decisions making of the 2nd – 4th Respondents which this court has by it Order of 15th July, 2022, restrained from taking further actions.
*That the said Extraordinary General Meeting slated for 30th day of April, 2024, is aimed at undermining, subverting, compromising and rendering nugatory the Order of 15th day of July, 2024 and the outcome of the substantive petition.
*That the legality or otherwise of a virtual meeting of the 1st Respondent is already subject of another action i.e. Suit No.: FHC/L/CP/1575/2023. That the Petitioner/Applicant will no doubt be overreached by the outcome or any decision reached at the EGM if eventually the said EGM is held.
*That he knows that the Respondents have continued to treat the Order of this Honorable Court with disdain and impunity even after the service of the FORMS 48 and 49 on them.
First Bank Holdings and the Board of Directors have been served with the application through their lawyers while the case is coming up on April 24, 2024.
