The disputed shares were acquired by Barbican Capital Limited, a Honeywell Group affiliate, and have now sparked a major corporate and legal dispute. Justice Deinde Dipeolu of the Federal High Court in Lagos has set April 15 for the hearing after Ecobank filed an *ex-parte* motion to block Otudeko and other parties from further dealings with the contested shares.
The Dispute
Ecobank's lawsuit, marked FHC/L/CS/638/2025, seeks to halt any move to sell, transfer, dematerialize, or otherwise deal with the FBN Holdings shares. The bank argues that the acquisition—executed by Barbican Capital, a company allegedly linked to the Honeywell Group—was a strategy to sidestep a Supreme Court judgment involving debts owed by Honeywell Group companies.
Other defendants in the suit include:
- Barbican Capital Limited
- Honeywell Flour Mills Plc
- Siloam Global Services Limited
- Oyeleye Foluke, a director at Honeywell Group
- FBN Holdings Plc
- Corporate Affairs Commission (CAC)
- Nigerian Exchange (NGX)
The motion, filed by Kunle Ogunba (SAN) on behalf of Ecobank, argues that the acquisition violates the spirit of a final Supreme Court judgment in the case Anchorage Leisures Ltd & 2 Ors v. Ecobank Nigeria, where Honeywell Group companies were adjudged as judgment debtors.
Ecobank’s Legal Stand
Ecobank is requesting interlocutory orders to prevent the defendants from taking any steps with the shares pending a full trial. The bank maintains that Honeywell Flour Mills, which was a recipient of credit facilities from Ecobank, used Barbican Capital as a vehicle to purchase the shares—thereby shielding assets that could be used to settle the alleged debt.
In support of its motion, Ecobank submitted a 38-paragraph affidavit from Jafaru Kupa, a financial officer, along with documentary exhibits.
Judge Dipeolu has directed that all defendants be served with the motion and present reasons why the injunction should not be granted.
Background: A Power Struggle Over First Bank
The case reignites the power tussle for control of FBN Holdings, Nigeria’s oldest bank. On July 7, 2023, FBN Holdings received notice from Honeywell Group that Barbican Capital had acquired 13.3% (4.77 billion shares) of the company, making it the largest single shareholder and signaling the return of Oba Otudeko, who was ousted by the Central Bank of Nigeria (CBN) in 2021.
The move displaced Femi Otedola, who held a 5.57% stake and had been recognized as the largest shareholder at the time.
Despite this acquisition, FBN Holdings’ Q3 2023 report still listed Otedola as the majority shareholder, with Barbican Capital notably absent. The delay in recognition was reportedly due to Ecobank’s objections and an ongoing investigation by the Securities and Exchange Commission (SEC).
Ecobank vs Otudeko: A Long-Running Dispute
In a letter also dated July 7, 2023, Ecobank alleged that Oba Otudeko was attempting to divert assets through Barbican Capital to evade enforcement of the Supreme Court’s judgment. Otudeko, however, countered that the apex court never specifically awarded a ₦13.5 billion debt as claimed by Ecobank.
A fact-check supports Otudeko’s claim: while the Supreme Court ruled in Ecobank’s favor, it did not specify a monetary figure, raising questions about Ecobank’s narrative.
The controversy led to protests by some FBN shareholders who accused Otudeko of trying to reassert control over the bank through underhanded means.
Despite the uproar, on February 1, 2024, FBN Holdings formally recognized Barbican Capital as its majority shareholder, seemingly putting an end to months of uncertainty—until Ecobank’s latest legal challenge.
What’s Next?
The April 15 hearing could prove pivotal in determining whether the share acquisition will stand—or if the courts will uphold Ecobank’s plea to freeze the transaction, pending resolution of the alleged debt. As the legal and financial elite watch closely, the case could shape the future of FBN Holdings’ leadership and shareholder structure.