Ecobank Nigeria Limited, a subsidiary of Ecobank Transnational Incorporated (ETI), has asked First Bank of Nigeria Holdings Plc (FBNH) not to approve the move by Dr. Oba Otudeko to acquire majority shares of First Bank because of the “humongous indebtedness” of Otudeko and his company Honeywell Group to Ecobank.
Otudeko had recently acquired an aggregate of 4,770,269,843 units of shares from First Bank through Honeywell Group Limited and Barbican Capital Limited, according to a letter sent by the bank to stakeholders last week. The deal is worth N87.8 billion at N19 per unit, making it the largest volume of FBN Holdings shares traded in a single day since 2012.
However, in swift opposition to the deal, Ecobank Nigeria fired a letter to FBNH advising it not to approve the deal until Otudeko and Honeywell clear their huge debt.
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In the letter dated July 7, 2023, written by its lawyer, ‘Kunle Ogunba & Associate, to the Managing Director of FBN Holdings, Ecobank noted that it’s being owed up to N13,507,052,417.99 by Honeywell Group and Otudeko. The letter explained that the duo, by purchasing the FNBH shares, is diverting funds that ought to be used for the repayment of the debt.
The letter titled, “Re: Shares Belonging to Honeywell Group Limited, Honeywell Flour Mill Plc, Anchorage Leisures Limited, Siloam Global Services Limited. and Dr. Obafemi Otudeko in FBN Holdings Plc or in Any Other Entity,” was signed by the Insolvency Forte LP at Kunle Ogunba & Associates, Oludare Amusan.
In the letter, which was obtained by ThisDay, Ecobank explained that the loans were personally guaranteed by Otudeko, who owns Honeywell Group and Barbican, of which his children have the majority shares.
Also, Ecobank Nigeria confirmed that they received proper notification regarding the acquisition of the mentioned shares. These shares were purchased from various entities including Dongonyaro Investments Limited, Home Securities Limited, Skyview Estates Limited, Thames Investment & Securities Ltd., ESBI (WA) Limited, Fistful Securities Limited, Zanfara Packages, Row Park Limited Edenvale Limited, Mansion House Limited, Bethlehem Properties Limited, and Musa Haruna Foods.
Additionally, the bank said it was duly informed that the shares, purchased by Otudeko through Honeywell Group Limited via Barbican Capital Limited, were being held under the names of Peace Account GASL Nominee Limited, Bluenote Ltd., RAML/MEF9, RAML Account Management Services, Monarch Securities Ltd., Mansion House Limited., Alliance Estates Ltd., Edebvale Ltd., Metropolitan Trust Nig. Ltd, and Spring Water Limited
The letter further reads: “We are Counsel to Ecobank Nigeria Limited, (hereinafter referred to as ‘our client’) on whose behalf and express directive, we author the instant. Please, be informed that our client instituted several lawsuits against Honeywell Group Limited, Siloam Global Services Limited, Anchorage Leisures Limited, Honeywell Flour Mills Plc, and Oba Otudeko at the Federal High Court, Lagos, in view of recouping the humongous indebtedness of the highlighted entities to our client.
“It is particularly noteworthy that Dr. Oba Otudeko personally guaranteed the loan leading to the humongous indebtedness of the prior-mentioned companies.
“Whereas, the prior-mentioned entities had initially disputed their indebtedness to our client and had consequently filed an action in court to that effect, the Supreme Court on the 27th day of January 2023, in Appeal No. SC/CV/210/2021 delivered judgment affirming the indebtedness of the above persons to our client and further commanded that they must pay all outstanding debts that have accrued under the loan contract between the parties; being the same debt personally guaranteed by Dr. Oba Otudeko, which said indebtedness stood in the sum of N13,507,052,417.99 (Thirteen Billion, Five Hundred and Seven Million, Fifty Two Thousand, Four Hundred and Seventeen Naira, Ninety-Nine Kobo) as at 31st Day of January, 2023, whilst interest continues to accrue on the due debts as legally sanctioned by the Supreme Court of Nigeria, the highest court in the land, aforesaid.”
Ecobank contended that rather than fulfilling their obligation to repay their debt as mandated by the Supreme Court, Dr. Oba Otudeko (being the prime move and alter ego of the debtor companies who personally guaranteed to repay the said debt), has taken steps to divert his assets/funds and those of the debtor companies.
The letter continues: “This he has done by using a company known as Barbican Capital Limited (special purpose vehicle), which was recently and hurriedly incorporated after the judgment of the Supreme Court (specifically on the 9th day of March 2023). We state that the said Dr. Oba Otudeko has via the said Barbican Capital Limited ‘allegedly’ purchased an aggregate of 4,770,269,843 (Four Billion, Seven Hundred and Seventy Million, Two Hundred and Sixty-Nine Thousand, Eight Hundred and Forty-Three) shares of FBN Holdings Plc.
“Consequent upon the foregoing crystalized facts, it is beyond doubt that the actions taken by Dr. Oba Otudeko are targeted at diverting his assets and that of the Honeywell Group of Companies through Barbican Capital Limited, in order to frustrate the enforcement of the judgment of the Supreme Court against him and the Honeywell Companies, towards recovering his/their undisputed indebtedness to our client.
“We, therefore, demand that you respectfully stay/reject the approval/consent/registration/ratification (however described or in a whatsoever manner) of shares bought by the said Barbican Capital Limited held via the afforested entities, as proceeding with such approval/registration will be tantamount to assisting in the diversion of funds/assets meant for the payment of the debt which has been affirmed by the Supreme Court, same being a flagrant violation of the extant judgment of the Supreme Court and which has effectively determined the outstanding indebtedness between the Honeywell Group and our client Ecobank Nigeria Limited.
“We also hereby demand that you avail us details of the status of the said transaction within the ensuing seven days, noting that as a responsible corporate entity, you are not expected to take any action which may be tantamount and/or construed to be encouraging the subversion and/or violation of the extant judgment of the Supreme Court which undisputed mandated the Honeywell companies to pay their outstanding indebtedness (same debt personally guaranteed by the alter ego of the Honeywell Companies, Dr. Oba Otudeko) to Ecobank Nigeria Limited.”