FBN Holdings has written to the NGX Group where it has primary listing of its shares to clarify on the shareholdings of Femi Otedola (5.07%) and Tunde Hassan Odukale (5.36%), the 2 major shareholders of the firm.
FBNH explained in its letter why it listed the holdings of Leadway Pensure PFA as part of Odukale shareholdings among other clarifictions.
Details are reproduced below :
- The reason for classifying the shareholdings of Mr. Tunde Hassan-Odukale and his related parties into two parts of 4.16% and 1.20% respectively
The first part of the shareholding classification (4.16%), are shares held directly and indirectly by Mr. Tunde Hassan-Odukale. The second part of the shareholding classification (1.20%), are shares ascribed to Mr. Tunde Hassan-Odukale due to his influence and having significant control.
- 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 your classification
Mr. Tunde Hassan-Odukale has an indirect interest in Leadway Holdings Limited that holds 69% equity in Leadway Pensure PFA and as such exerts significant influence and control over Leadway Pensure.
Consequently, the Company ascribed these shareholding to him. Kindly note the provisions of Section 88 (1) CAMA 2020 which defined a “person with significant control” as any person:
“(a) directly or indirectly holding at least 5% of the shares or interest in a company or limited liability partnership;
(b) directly or indirectly holding at least 5% of the voting rights in a company or limited liability partnership;
(c) directly or indirectly holding the right to appoint or remove a majority of the directors or partners in a company or limited liability partnership;
(d) otherwise having the right to exercise or actually exercising significant influence or control over a company or limited liability partnership; or
(e) 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 Hassan Odukale, 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.
Please note the definition of an Insider in line with the various provisions:
- Section 315 of the Investments and Securities Act, No. 29, 2007 (ISA), provides that an Insider is:
“(a) any person who is or is connected with the company in one or more of the following capacities- (i) a director of the company or a related company; …….”
- Rule 400(3) of the SEC Consolidated Rules, 2013 provides that an Insider is an individual: “who is connected with the company during the preceding six (6) months in one of the following capacities: a director of the company or a related company;……………”