Ecobank Sues Barbican Capital, Others to Halt Sale of FBN Holdings Shares

ECOBANK Nigeria Limited, a subsidiary of Ecobank Transnational Incorporated based in Lomé, has initiated a lawsuit against Barbican Capital Limited and seven others, aiming to block the sale of shares in FBN Holdings Plc (now First HoldCo). 

The move marks a significant legal escalation with possible implications for the ownership structure and strategic direction of one of Nigeria’s largest financial institutions.

In court filings dated April 3, 2025, Ecobank is seeking an interim injunction from the Federal High Court in Lagos to stop Barbican and the co-defendants from “taking any steps to amortize, dematerialize, compromise, sell, transfer or deal with” 6.31 billion shares in FBN Holdings, pending the determination of a motion on notice.

The other defendants include Honeywell Flour Mills, Siloam Global Services Limited, Otudeko Obafemi Adedamola (Managing Director, Honeywell Group Limited), Oyeleye Foluke, FBN Holdings Plc, the Corporate Affairs Commission, and the Nigerian Exchange.

Ecobank is also requesting that the court bar the defendants from converting to cash any dematerialised shares of Honeywell Flour Mills—shares that had been pledged as collateral for loans extended to the company for the acquisition of the disputed FBN Holdings shares.

Premium Times reported that court documents reveal that Ecobank had granted loans of N2.5 billion and N2.3 billion to Honeywell Flour Mills and Siloam Global Services on April 20, 2010, and December 14, 2011, respectively. Following the companies’ failure to repay, they, along with Anchorage Leisures Limited, filed a lawsuit claiming no further debt was owed.

However, after years of legal battles, the Supreme Court ruled in 2023 against the companies, affirming their obligation to repay the debts. “The debtor must pay all the debts that have accrued under the loan contract,” the ruling stated.

In an affidavit supporting the fresh suit, Ecobank finance officer Jafaru Kupa stated that as of January 23, 2023, the companies’ debt had risen to over N16 billion. The bank subsequently demanded immediate repayment.

Rather than comply, the companies launched a fresh suit in Lagos, arguing the Supreme Court did not specify the exact amount due. Meanwhile, Honeywell divested a 71.69% stake to Flour Mills of Nigeria Plc in April 2022—a move Ecobank described as an attempt to frustrate debt recovery efforts.

The affidavit also alleges that Barbican Capital was incorporated in March 2023—shortly after the Supreme Court’s ruling—by associates of the indebted companies, with the Nigerian Exchange’s involvement. Ecobank claims it only discovered that Barbican was created as a special purpose vehicle to acquire a controlling interest in FBN Holdings after news of the transaction broke.

Ecobank further contends that the shares acquired by Barbican were purchased using proceeds from the sale of Honeywell shares and the collateral pledged by Siloam. The bank insists that these funds rightfully belong to it, given the unresolved debt.

“I know of a fact that it is not in doubt that the debtor companies, including the 2nd and 3rd defendants, are indebted to the plaintiff in the sum of N20.89 billion as at March 20, 2025,” Mr. Kupa stated.

Ecobank is now asking the court to declare that the funds used by Barbican, Honeywell, Ms. Oyeleye, and Mr. Otudeko to purchase the FBN Holdings shares are legally Ecobank’s. It also seeks orders to compel FBN Holdings and the Nigerian Exchange to update the shareholder register, recognizing Ecobank as the rightful owner of the contested shares.

Additionally, the bank is asking for the transfer of 618 million shares in Honeywell Flour Mills—held by Siloam and pledged as collateral—to be made directly to it.

The suit also includes a request for a perpetual injunction requiring FBN Holdings to treat Ecobank as the sole beneficiary of all shares held directly or indirectly on behalf of Barbican and to transfer all proceeds from the shares—amounting to N20.9 billion—accordingly.

Justice D.I. Dipeolu has adjourned the matter to April 15 for hearing of the motion on notice.

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