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Alleged 5.4bn Shares: CBN, FBN Holdings Ask Court To Dismiss Barbican Capital‘s Suit

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The Central Bank of Nigeria (CBN), and FBN Holdings Plc have asked a Federal High Court sitting in Lagos to dismiss a suit filed by an investment firm, Barbican Capital Ltd, over the alleged alteration of its alleged 5,386,397,202 units of shares in the bank.
The plaintiff (Barbican Capital Limited) an affiliate company of Honeywell Group Limited in suit no. FHC/L/CS/ 1172/24, had claimed that over the years and at different times, it cumulatively acquired about 5,386,397,202 shares representing 15.1 percent of FBNH overall share listed on the Nigerian Stock Exchange, NSE.
It stated that its shares purchases and dates of issue, were adequately captured by FBNH appointed Registrars, Meristem Registrar and Probate Service Ltd and further acknowledged in the Central Securities Clearing System (CSCS), which contained its value of shares with the bank.
However, FBN Holdings Plc in a written address in response to the Motion on Notice filed by its counsel, Babajide Koku, a Senior Advocate of Nigeria (SAN), informed the court that the plaintiff deliberately concealed the fact of an ongoing verification exercise by the Central Bank of Nigeria (CBN) of its alleged significant shareholdings, according to court records seen by THISDAY.
The bank stated that the primary purpose of instituting the suit was to circumvent the verification exercise and the decision taken by the CBN against Barbican Capital Limited (Plaintiff).
It stated that on 7th of July 2023, the plaintiff in accordance with the regulatory laws and policies notified the defendant (FBN Holdings Plc) that it had acquired units of shares and therefore held a shareholding amounting to about 4,770.269,843 units of shares.
The shareholding was about 13.3 percent of the defendant’s shareholding.
It stated that by the Central Bank of Nigeria (CBN) guidelines for Licencing and Regulation of Financial Holding Companies in Nigeria (issued pursuant to the Central Bank Act of 2007 and Banking and Other Financial Institutions Act 2004), Financial Holding, Companies (including the Defendant) required prior approval to be sought from CBN before the purchase of a FHC’s shareholding of 5 percent and above; or if the share units are purchased on the secondary market, to notify the CBN within seven days from the date of the purchase to obtain a ‘No Objection’ or approval from the CBN.
It stated that pursuant to the CBN Guidelines, the FBN Holdings Plc vide a letter dated 10th of July 2023 notified the CBN of the purported new shareholding of the plaintiff which exceeded the minimum threshold of five per cent shareholding and therein sought the CBN’s approval.
The CBN responded to the defendant’s letter and requested the plaintiff to produce documents for the verification process of the shareholding.
Sequel to the receipt of the CBN’s letter, the defendant forwarded the same to Barbican Capital Ltd and recommended that the plaintiff (Barbican Capital Ltd) should provide the requested documents relevant to the verification process, but the plaintiff failed, refused and neglected in providing all the requested documents.
Consequently, the CBN vide a letter dated 29th of January 2024, informed the defendant that it was only able to verify only 3,110,400.619 units of shares out of the plaintiff’s then 4,770,269,843 billion shareholdings due to insufficient documents.
The defendant added that it communicated the verification status to the Barbican Capital Ltd., however, the plaintiff failed, refused and or neglected to provide the relevant documents to the CBN to date.
Meanwhile, before the CBN letter of 29th of January 2024, the defendant had published its unaudited financial statement for the year ended 2023, in December 2023. Therein, it captured the plaintiff’s shareholding to be 4,886,062,743 in accordance with data gathered from its Members’ Register.
“Further to the verification by the CBN, (the defendant’s Regulator), the defendant has published its Audited Financial Statements for the year end 2023 and its Unaudited Financial Statements for Q1 2024.
“As a regulated entity, the Defendant revised the stated Plaintiff’s shareholding to be in accordance with the verified shareholding by CBN.
“Rather than regularise its status with the CBN by providing relevant documents to the CBN necessary for the verification of its unverified shareholding, the plaintiff has instituted this suit in a bid to activate machinery of justice to compel the defendant to defy its regulator, due process, regulatory laws and policies by mandating it to recognise all of the plaintiff’s purported shareholding obtained without CBN’s approval which as at the time of filing the suit stood to the tune of about 5,397,409,262 billion units,” the defendant added.
Also, the CBN in a 60-paragraph depose to by Orjiakor Nwabueze, a Deputy Director, Banking Supervision Department of Central Bank of Nigeria, stated that for the verification exercise, the plaintiff through its parent company submitted a claim of 5,450,999,924 shares of the Defendant’s shares and wanted its consent/approval for the shareholding.
He stated that the CBN (3rd party) in the exercise of its powers as regulatory and supervisory authority and before granting the consent/approval required needed to satisfy itself that Plaintiff and the group are indeed owners of the shares put forward.
He added that the CBN demanded from the plaintiff and its group evidence of the purchase of shares being claimed by the plaintiff with a view to verifying the shares and satisfying itself that the shares were actually purchased or that they belong to the Plaintiff and its Honeywell Group Ltd.
The verification exercise to be carried out by the CBN is to ensure compliance with the relevant statutory provisions on the acquisition of shares and to ensure transparency.
He added “In the course of the verification exercise, Plaintiff and its group could only provide evidence for the purchase of 3,110,400,619 shares representing 8.67 per cent of the shares of the Defendant and could not provide any evidence of the purchase of the remaining 2,340,599,305 shares representing 6.52 per cent of the shares of the Defendant being claimed by the plaintiff and its group.
“Whilst the verification of shares was ongoing, the CBN having realised that necessary documents were not supplied or provided, wrote the letter of 5th January 2024, to the Defendant notifying it of some documents/information not provided to aid the verification exercise.
“The 3rd party (CBN) instructed the plaintiff and its group to provide materials/evidence to prove its purchase/ownership of the outstanding 2,340,599,305 shares to enable it to verify their authenticity. The 3rd party is still expecting the Plaintiff and its group to come back with relevant materials to enable the 3rd party take a decision to grant consent/approval or not to the outstanding shares.
In the meantime, the 3rd party by its letter of 29th January 2024, communicated the Defendant about the outcome of the verification exercise conducted so far and specifically that only 3,110,400,619 shares (representing 8.67% of Defendant’s total shares) of the total volume of shares being claimed by the Plaintiff and its group could be verified while 2,340,599,305 shares (representing 6.52% shares of Defendant’s total share capital) could not be verified.
“The 3rd party (CBN) being the regulatory and supervisory authority, its decision must be given effect to by the Defendant.
“Defendant by its letter of 28th May, 2024 communicated the plaintiff’s counsel to convey the position of the 3rd party on the verification exercise to the plaintiff.”

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NCDMB, Dangote Refinery Unveil JTC On Deepening Local Content

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The Nigerian Content Development and Monitoring Board (NCDMB) and the Dangote Petroleum Refinery and Petrochemical Company have inaugurated a Joint Technical Committee (JrefineryTC) aimed at advancing local content implementation during the operational phase of the 650,000 barrels per day  plant.
A statement from the Directorate of Corporate Communications of the Board noted that the inauguration ceremony took place at the Dangote Free Trade Zone, Ibeju-Lekki, Lagos State.
The statement also said the inauguration marks a pivotal moment in fostering strategic collaboration between the both institutions, and was a significant move to reinforce local content development in the oil and gas sector.
Presided over by the Executive Secretary of the NCDMB, Engr. Felix Omatsola Ogbe, and the Group Vice President, Oil and Gas, Dangote Group, Chief Edwin Devakumar, the event featured the formal sign-off of the Committee’s Terms of Reference (ToR), a guided tour of the refinery, other critical facilities, and the official commencement of the JTC’s responsibilities.
According to the Board, the visit also featured the presentation of the certificate of the Nigerian Content Downstream Operator of the Year Award won by the Dangote Petroleum Refinery and Petrochemical Company at the inaugural ‘Champions of Nigerian Content Awards’ held recently in May.
The NCDMB’s boss made the presentation to the President of the Dangote Group, Alhalji Aliko Dangote, who expressed delight at the recognition, noting that he would display the certificate proudly at his office.
Ogbe congratulated the Dangote Group on the successful development and commissioning of the largest single train refinery in the world, as well as petrochemical and fertiliser plants, describing the projects as a historic milestone not for Nigeria alone, but for the entire continent.
He emphasized that the Dangote Refinery stands as a testament to the success of the Nigerian Oil and Gas Industry Content Development (NOGICD) Act of 2010 and the transformative potential of Nigerian-led industrial projects.
“At an optimal daily production capacity of 650,000 barrels, this refinery will significantly enhance Nigeria’s energy security and contribute to the supply of refined petroleum products across West Africa.
“Nigerians, have to own the plant, we have to make sure that the plant works well. We have to secure it, we have to maintain it. The NCDMB would continue to collaborate with Dangote Petroleum Refinery”, Engr  Ogbe said.
Highlighting the need to ensure more value retention in the sector, as mandated by the Nigerian Oil and Gas Industry Content Development Act (NOGICD) 2010, the Board’s helmsman demanded compliance with Sections 32 and 33 of the NOGICD Act, with particular reference to local manpower utilization and requirements for NCDMB’s approval prior to the engagement of expatriates.
“The NOGICD Act stipulates that no expatriate can be employed in any organization in the oil and gas industry without the prior approval of the NCDMB. We will work with you, We’ve to protect jobs for Nigerians. It’s critical to job creation, skills development, and national capacity building in line with the ‘Renewed Hope Agenda’ of President Bola Ahmed Tinubu”, he said.
He commended the firm for training and employing Nigerian engineers, saying the collaboration will ensure that qualified Nigerians were given opportunities across all operational roles, while also urging the Dangote Petroleum Refinery and Petrochemicals to support the Board’s initiative which aims at developing oil and gas industrial parks across the country to foster local content and manufacturing in the sector.
He noted that the Nigerian Oil and Gas Parks Scheme (NOGaPS) seeks to create an enabling environment for Small and Medium Enterprises in the sector.
“NOGaPS was conceived by the Board to develop facilities close to oil fields where manufacturing of oil and gas components, as well as research and development, can be carried out.
“We would like Dangote to support one of our major activities, which is the oil and gas industrial parks scheme. The parks are aimed at creating an enabling environment for SMEs in the industry to do fabrications and create more jobs for Nigerians”, the NCDMB’S boss stated.
In his welcome address, the Dangote Group Vice President, Devakumar, highlighted that the refinery project and NCDMB have been working together, promoting local content development during the construction stages of the project.
“We can’t say we have achieved everything, because there is opportunity to do more. We’re grateful to the NCDMB for all their support and advice.  As entrepreneurs, we’re trying to optimise costs. It’s a Nigerian company, it’s also an entrepreneur-driven company. As a Nigerian company, the focus will be on Nigerian content. As an entrepreneur-driven company, it will be cost-focused”, he noted.
Devakumar underscored the long-standing commitment of the Dangote Group to national development and capacity building, saying that the Group’s vision is to grow Nigeria’s industrial landscape.
High points of the visit, according to the Corporate Communications Directorate of the NCDMB, was the inauguration of the Committee members.
The statement from the NCDMB further added that the committee is to ensure the implementation of local content in the refinery’s operations, while its core objectives include promoting the use of Nigerian skilled manpower, services, and locally sourced materials in compliance with Section 3 of the NOGICD Act.
The Tide learnt that the committee will also support Dangote Refinery in aligning its operational procedures with the Act’s requirements.
In his acceptance remarks, Director of Corporate Services at NCDMB and Chairman of the Committee, Mr. Abdulmalik Halilu, expressed gratitude to the leadership of both organizations, reiterating the Committee’s dedication to upholding the highest standards of local content enforcement and fostering measurable outcomes that will benefit the nation’s economy.
Ariwera Ibibo-Howells, Yenagoa
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Food Security: NDDC Pays Counterpart Fund  For LIFE-ND Project

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The Managing Director of the Niger Delta Development Commission (NDDC), Samuel Ogbuku, says the commission has paid its counterpart fund for the Livelihood Improvement Family Enterprise Project to ensure food security in the region.
The LIFE-ND project is an agriculture intervention project sponsored by the Federal Government, the International Fund for Agricultural Development, and the NDDC to boost food security in the region.
Mr. Ogbuku disclosed this while fielding questions at the commission’s 25th anniversary world press briefing  in Asaba, Delta State.
He stated that the commission has equipped and trained farmers in the region on best practices, adding that it has also established Niger Delta Chambers of Commerce with a commitment of N30 billion, but has released N5 billion to encourage commerce and entrepreneurship in the area.
According to him, agriculture is among the next phase of the commission’s programmes aimed at addressing food security in the region.
“Our target is to use agriculture to fight criminalities in the Niger Delta region”, he said.
The NDDC boss said the commission would hold a retreat to marshal plans to enhance the cultivation of rice, oil palm, cassava, and maize for industrialisation.
He also disclosed that its fund allocation from the Federal Government has improved, adding that funding from International Oil Companies has also increased, with greater compliance.
Ogbuku revealed that although its revenue has improved, the commission had thought it wise not to borrow but to deploy the surplus to execute more projects.
According to him, the commission has gone digital in its documentation and data generation to address its human capital development projects, ensuring the even deployment of resources, which allows people to take turns being trained in their chosen profession.
He stated that the NDDC was committed to addressing environmental challenges in erosion-prone areas in Edo, Delta, and other states, contingent upon the availability of funds.
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Replace Nipa Palms With Mangroove In Ogoni, Group Urges FG, HYPREP

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A concerned group of stakeholders under the auspices of Khana Coastal Communities has made a passionate appeal to the Federal Ministry of Environment and the Hydrocarbon Remediation Restoration Project (HYPREP) to include the removal of Nipa palms which has taken over the positions of mangroves in the area as part of the ongoing Ogoni Clean Up Exercise.
The group, which decried the invasive and destructive effects of Nypa fructicans, commonly known as Nipa palms, on the ecosystem of the affected communities, made their appeal in a Press Statement issued shortly after the  inspection and survey of the creeks and coastlines of  affected communities.
The communities are Kwiri, Kereken, Kaa, Gwara, Sii, Kpean, Tehnnama, Bane, Kalaoku, and Opuoku, all in Khana Local Government Area of Ogoni, Rivers State.
Signed on behalf of the affected communities by comrades Emmanuel Goteh Bie, Raymond Nwibani, and Chief Barineka Tonwe, the statement emphasized the need for urgent intervention to clear the Nypa fructicans and replace them with mangroves which provided sustainable habitat for aquatic species in the affected communities.
The group commended the Federal Ministry of Environment and HYPREP for their commitment to the Ogoni cleanup process and urged all stakeholders involved in the process not to renege on their complementary roles.
The statement read in part: “As you have seen, the Nypa fructicans has taken over our creeks, displacing native mangroves and aquatic life. The impact on our communities has been severe, with many of our people struggling to make a living due to the depletion of fish and other aquatic resources.
“We commend the Hydrocarbon Pollution Remediation Project (HYPREP) for its efforts in restoring native mangroves in Ogoni, particularly in the Bomu Community. However, we are alarmed by the unintended consequences of removing invasive Nypa fructicans, which has led to the disappearance of fish and aquatic life, threatening the livelihoods of our coastal communities.
“We believe that the removal of Nypa fructicans and replanting of native mangroves will help revive our aquatic life and sustain the livelihoods of our people.”
The group passed a vote of confidence on the Minister of Environment, Balarabe Abbas, and HYPREP Coordinator, Prof. Nenibarini Zabbey, for what it described as their unwavering efforts in ensuring the success of the Ogoni cleanup exercise.
They  called on the Federal Government to release their counterpart funding to HYPREP without delay to sustain the pace of progress recorded in the clean up process.
“The cleanup exercise is commendable, and any delay in funding could stall the progress and undermine the efforts of all stakeholders. We urge the government to prioritize the Ogoni cleanup exercise and provide the necessary support to ensure its success”, they stated.
They also used the opportunity to caution against the antics of self-inflicted activists or bodies that might attempt to hijack the cleanup agenda and create unnecessary agitation, and assured the total support of the affected  communities to HYPREP’s activities to enhance the holistic success of the Ogoni clean up exercise.
Bemene Taneh
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