Otedola vs Odukale: PENCOM statement appears to seal Otedola’s majority ownership of FBNH

The Pension Commission of Nigeria (PENCOM) has issued a statement clarifying who are the actual direct or indirect beneficiaries of shares of FBNH currently owned by Leadway Pensure.

Recall, FBNH issued a press release in October claiming one of its directors, Mr. Tunde Odukale had informed the bank that his direct and indirect ownership in FBNH had increased to 5.36% having assigned Leadway Pensure shares in FBNH to himself as indirect holdings.

However, PENCOM reportedly issued a statement debunking this claim, clarifying that ownership of pension funds is that of pension fund contributors and no one else. Thus, it cannot be added to cumulative shares of any shareholder or related party who may be claiming it as part of their indirect ownership of the bank.

What PENCOM is saying

Excerpts of the statement from PENCOM is as follows;

“The Commission’s attention has been drawn to several publications in the media alleging breach of its regulation on investment of pension fund assets by Leadway Pensure Ltd, a licensed Pension Fund Administrator (PFA), in the equities of FBN Holdings Plc.”

“The Commission categorically states that the allegations are not correct and must have been made based on the lack of understanding of the investment regulation issued by the Commission.”

“For the avoidance of doubt, the Commission wishes to clarify as follows: The equity investments in FBN Holdings made by Leadway Pensure Ltd on behalf of the pension funds under its management are in the name of the pension fund and belong to the RSA.”

“Therefore, the equity investments in FBN Holdings Plc as stated in (1) above, cannot be appropriated or classified as shareholdings of any related party to the PFA.”

“Records which can be confirmed from the Securities and Exchange Commission show that the equity investments in FBN Holdings Plc are in the name of the Pension Fund on behalf of the RSA holders.”

“The Commission restates its commitment to fulfilling its regulatory and supervisory functions as well as ensuring the safety of pension assets and the soundness of the Pension Industry.” PENCOM

What this means

The statement from PENCOM now means the shares owned by pension fund contributors in Leadway Pensure cannot be assigned to Odukale as part of his indirect holdings.

• According to the information contained in the statement published by FBNH, the Leadway Pensure shareholdings added about 861.8 million shares or 2.41% of the 1.92 billion shares (45% of the 5.36% claims) wrongly assigned as total shareholding (direct and indirect) to Mr. Tune Odukale.
• Thus, Mr. Odukale’s shareholding in FBNH is 1,061,712,022 units, which is technically 2.95% of the total shares in FBNH (35.8 billion shares) meaning his total direct and indirect shareholding is not up to 5% which had been the case for all shareholders of the bank as of the financial statement for the period ended June 30th, 2021.
• Finally, going by the latest clarification by PENCOM, Mr. Femi Otedola is the majority shareholder in FBN Holdings, with a 5.07% ownership in the bank.
• We expect the billionaire investor to make a statement to this effect in the coming days or weeks on his assuming majority shareholding of the bank.
• We will also not be surprised if the Central Bank touches on this subject at the MPC meeting schedule for this week.

Upshots

Just as Nairametrics had explained over the last two weeks, directors or related parties of companies cannot assign ownership of shares belonging to pension fund contributors or even shares held in trust on behalf of trust beneficiaries to themselves as indirect shareholding, thus appropriating to themselves significant control of a bank.

• This becomes even more worrisome if such claims are made amidst a scramble for majority ownership in a company, such that a director in a company is in a position to benefit from it.
• As stated by Nairametrics, the Nigerian Security and Exchange Commission is also understood to have investigated the shareholding claims and was also expected to issue its own clarification. SEC’s statement is still being awaited.