FCMB Group Plc (FCMB) Earnings Call Transcript & Summary

Ladies and gentlemen. The time is 10 a.m. You are all welcome to our company's extraordinary general meeting, AGM. The Chairman of the Board, Mr. Oladi Jadesimi is unavoidably absent and unable to attend the AGM. However, he has granted the power of attorney to the Group Chief Executive, Mr. Ladi Balogun to chair the AGM in his stead. I now hand over to Mr. Ladi Balogun to preside over the meeting. Thank you.

Thank you [indiscernible]. Ladies and gentlemen, can we have an opening prayer please.

That's right. Almighty God. The almighty, the most merciful and the most magnificent, the Great God, who creates, and ask his creations to always [indiscernible] and nourish that we give you [indiscernible], give you glory, honor [indiscernible] because of this great company, FCMB. We brought it as an idea instead in the founder's heart from day manifested to this point from glory to glory. Here today, we are taking on that decision. A decision that will make it escalate to the owners and a level further, be the Chairman of this meeting in spite of to think, to say and to do the things that would be better for this great company for the benefit of all stakeholders, the Board, the shareholders, the community and all humanity, these I ask you in Jesus name, amen.

Before we proceed to the businesses of today, I would like to mention that in accordance with Section 2562 of the companies and allied matters at 2020, the quorum for the meeting of the company shall be 1/3 of the total number of members of the company or 25 members, whichever is less, present in person or by proxy. I am pleased to inform you that the registrarar has confirmed that the required quorum has been met. Accordingly, this meeting being duly convened and properly constituted in accordance with the companies in allied matters act is hereby duly declared open. Please also be informed that this meeting has been streamed live through YouTube for the public participation. Fellow shareholders, my name is Ladi Balogun, Group Chief Executive of FCMB Group Plc. I will be chairing this meeting on behalf of Mr. Ladi Jadesimi. I would like to introduce -- I would like to introduce the directors of the company as follows: Mr. Gbolahan Joshua, Executive Director and Chief Operating Officer. Mr. Olufemi Badeji, Executive Director; Professor Oluwatoyin Ashiru, OON, Non-Executive Director. Mrs. Olapeju Sofowora Non-Executive Director. Can we have Dr. Ero here?

He's online.

Okay. Doctor, engineer, Gregory O Ero, Non-Executive Director, who is online. Alhaji Mustapha Damcida, Non-Executive Director. Mrs. Tokunboh Ishmael Non-Executive Director. Ms. Muibat Ijaya, Non-Executive Director, who is online. And of course, I have the pleasure of introducing your Company Secretary, Mrs. Olufunmilayo. I hereby note the presence of Chief Executive Officers of the operating companies in the group, particularly in the front row I see the MD CEO of the bank; Mr. [indiscernible] and other directors here present, executive from the member companies of FCMB Group. Thank you very much. I also have the presence -- the pleasure to introduce CardinalStone Registrar's Limited, represented by Mr. Raymond Akokota. [ Bango Anigudalo ] represented by Mrs. [indiscernible] online. I have the pleasure to welcome the regulators, the Central Bank of Nigeria represented by Mrs. Cynthia O' Matt in [indiscernible], online. The Nigerian Exchange Group, represented by Mr. Bonaventure [indiscernible] online. The Securities and Exchange Commission represented by Mr. [indiscernible], online. The NDIC represented by Mr. Robert [indiscernible], Mr. Karl Bamoyacubo and Mr. [indiscernible], all online. The representatives also of the Corporate Affairs Commission are online. I would like to inform members that in accordance with Section 3018 of the company's Allied matters Act, chapter C20 laws of the Federation of Nigeria 2020. The register of Directors shareholders is available for inspection throughout this meeting. I now call on the Company Secretary to read the notice convening the meeting.

Thank you. The notice of the meeting is circulated to members with items 1 to 11 on the agenda, being the special business for the meeting. If thought fit to be passed as ordinary resolutions by shareholders. This notice is by the order of the Board, and it is dated 27th day of November 2024. Thank you.

I declare the meeting duly convened, and I will give a brief statement. Yes, so first of all, we welcome you here once again today. We are here for our special business, which is to increase our authorized capital to enable us to complete our capitalization program, which would enable us to sustain the international banking license that we currently have. We, earlier in the year, had gone out to the market with your approval to do a public offer based on the subscription, that public offer was very successful and it was somewhat oversubscribed. We have concluded the field work of capital verification with the Central Bank. We do not believe there was any material rejection of subscriptions. We have now submitted the basis of allocation to the relevant regulatory authorities, and we are waiting approval from those regulatory authorities, which we believe should be obtained in a matter of weeks, if not days. What that has meant, however, is that we have used up our entire authorized capital, and we need to increase the authorized capital to a figure that is stated later in this meeting. But I also want to make clear that the amount that we'll be raising in terms of capital will not be the NGN 340 billion that is here, that is stated here for approval, it will be substantially less somewhere between NGN 150 billion and NGN 190 billion because if you add that to what we've already have as approval to raise of NGN 150 billion, what we are saying is the total we'll be looking for of NGN 343 billion will be the NGN 150 billion plus the additional we need to raise. We -- based on other corporate actions we will be taking during the course of next year, we do plan to sell a minority interest in 2 of our subsidiaries. And those minority interests will enable us to generate more cash, which will then be invested into the bank. We have a target sum that we're looking to raise from that. So the final capital raise we need to do from the listed holding company will complement that which we will generate from the minority sales of companies within the group to take us to the NGN 500 billion that is required to maintain the international license, that's the road map that we had articulated earlier in the year. So this -- what we are doing today is really in fulfillment of that road map, which I've just reiterated today. So I hope that is clear to everybody before we continue. Thank you. So some preliminary information to note as we go into the business of the day. Please be informed that by the powers conferred on me by Section 248 1a of the company's and Allied Matters act 2020. I hereby call a poll on Resolutions 1 to 11. Consequently, voting shall be conducted electronically. Please, whenever you are called to second the motion, ask a question or raise a point on any matter under discussion for the purpose of identification, kindly state your name clearly, so that it can be properly noted for record purposes. I would like to call on the registrars to address shareholders on the voting process.

Thank you, Mr. Chairman. Good morning, distinguished shareholders. Welcome you once more to the extraordinary general meeting of FCMB. We're going to commence voting session and voting will be conducted electronically by pool. Thank you, [indiscernible].

The meeting will now proceed with the business of the day. The special business. The first item on the agenda is to increase the authorized capital raised from up to NGN 150 billion to up to NGN 340 billion. I hereby propose the motion. The authorized additional capital raise be and is hereby increased from up to NGN 150 billion to up to NGN 340 billion through issuance of securities as outlined in the notice of the meeting. Will a shareholder, please second the motion. Sir, [indiscernible] please.

Mr. Chairman, I would like to second that motion, Mr. Chairman.

Thank you, sir. I now call for a poll.

Distinguished shareholders, voting starts now. [Voting]

The voting session has ended. With your permission, Mr. Chairman, may I proceed with results?

Yes.

On the resolution to increase the authorized additional capital risk from up to NGN 150 billion to up to NGN 340 billion. We have 100% vote in favor of this resolution amounted to 11,851,827,660 shares. Thank you, Mr. Chairman.

The second item on the agenda is to approve the divestment of a portion of the company's stake in 1 or more of its subsidiaries as the Board deems fit and invest such portions of the proceeds of the divestments into First City Monument Bank Limited. I hereby propose the motion that the divestment of a portion of the company's stake in one or more of its subsidiaries as outlined in the notice of the meeting be and is hereby approved. Will a shareholder, please second this motion. Mrs. Missie [indiscernible]?

Thank you, sir. My name is Mrs. Missie [indiscernible], I second. Thank you, sir.

Thank you. Registrar?

Distinguished shareholders, voting starts now. [Voting]

The voting session has ended with the permission Mr. Chairman. On the resolution to appropriate divestment of a portion of the company's stake in one or more of its subsidiaries as the Board in feed and invest a portion of the proceeds of the divestment into First City Monument Bank, we have 100% votes in favor of this resolution, amounted to 11,859,323,703 associates. Thank you, Mr. Chair.

Thank you. I'll request registrar very quickly explain to people. We've noticed these people struggling to now to use the device. So can you quickly just explain to them how they use it.

Okay, distinguished shareholders, if anybody on the voting device passed the device on, if you are voting in favor of the resolution, you press the #1 button and then press the Okay button to submit your vote. If you're voting against the resolution, you press #2 button and thereafter, press the Okay button to submit your vote. And if you're abstaining from the resolution, you press the #3 button and thereafter press the Okay button to submit it. Thank you, Mr. Chair.

The third item on the agenda is to approve the acceptance of surplus monies, if any, arising from oversubscription of the public offer, which commenced in July 2024. In such proportion as may be determined by the Board subject to the company's issued share capital and obtaining relevant regulatory approvals. I hereby propose the motion, that the company be and is hereby authorized to accept surplus funds arising from oversubscription of the public offer as detailed in the notice of the meeting. Will a shareholder, please second the motion. Mr. Moses [indiscernible], please?

Mr. Chairman, I rise to second that motion. Thank you.

Thank you, shareholders, voting starts now. [Voting]

The voting session has ended. With your permission, Mr. Chairman. On the resolution that the company B and C have authorized surplus monies arising from the subscriptions of the public office detailed in the notice of the meeting. We have 100% votes in favor of this resolution amounted to 11,859,327,179 units of shares. Thank you, Mr. Chairman.

The fourth item on the agenda is to increased the issued share capital of the company from 19,802,710,781 divided into 39,605,421,562 ordinary shares of 50 [indiscernible] each by the creation and addition of the exact number of ordinary shares, which will be required to give effect to Resolution 1 above. I hereby propose the motion that the company hereby approves the increase of its issued share capital from 19,802,710,781, divided into 39,605,421,562 ordinary shares of 50 [indiscernible] each by the creation and addition of the exact number of ordinary shares in fulfillment of agenda item 1. Will a shareholder, please second the motion? Ms. Boniface Okazia.

I raise to second the motion as read by the [indiscernible] Chairman, Bonifica Okazia second the motion.

Thank you.

Distinguished shareholders, voting started no0w. [Voting]

The voting session has ended. With the permission, Mr. Chairman. On the resolution that the company hereby approves the increase of its issued share capital from 19,802,710,781 divided into 39,605,421,562 units organization of 50 [indiscernible] each by the creation and addition of the exact number of [indiscernible] and fulfillment of agenda 1. We have 100% votes in favor of this resolution amounted to 11,857,272,389 units of shares. Thank you, Mr. Chairman.

The fifth item on the agenda is to authorize the Board to pass resolutions a, increase the company's issued share capital by the specific number of new ordinary shares required for the capital raise; and b, alot such said number of new ordinary shares to relevant investors upon completion of the capital raising exercise. I hereby propose the motion that the company hereby approves the resolutions proposed in item 5 of the meeting agenda. Will a shareholder, please second this motion. Alhaji [indiscernible]?

Thank you, Mr. Chairman. My name is Alhaji [indiscernible], I rise to second the motion.

Distinguish shareholders, voting starts now. [Voting]

The voting session has ended. With your permission, Mr. Chairman. On the resolution authorized the board to pass resolutions to increase the issued share capital by the specific number of admirations required and a lot subset number of shares to relevant investors upon completion of the capital raising, 100% both in favor of this resolution amounting to 11, 859,356,576 units of shares. Thank you, Mr. Chair.

Thank you. The sixth item on the agenda is to approve the equal ranking of the new ordinary shares referred to in Resolution 4 and 5 above with all existing ordinary shares of the company. I hereby propose the motion that the company hereby approves the equal ranking of the new ordinary shares with all existing ordinary shares of the company. Will a shareholder, please second this motion? May I ask Comrade Lawrence [indiscernible].

I, Comrade Lawrence [indiscernible], hereby second the motion.

Distinguished shareholders, voting starts now. [Voting]

The voting session has ended. With your permission, Mr. Chairman. On resolution to approve the equal ranking of the new ordinary shares reflect Resolutions 4 and 5 above with all existing ordinaries of the company, we have 100% votes in favor of this resolution amounting to 11,869,356,576 units of shares. Thank you, Mr. Chairman.

The 7th item on this agenda is to approve the capital raise of up to $15 million or its equivalent in naira via mandatory convertible loan offered to a select group of qualified investors as proposed in the agenda. I hereby propose the motion that the company be and is hereby authorized to raise capital of up to $15 million or its equivalent in Nigerian naira via a mandatory convertible loan offered to a select group of qualified investors as proposed in the agenda. Will a shareholder please second this motion? Alhaji Hakim Baitullah.

I, Hakim Baitullah, hereby second the motion. Thank you.

Distinguished shareholders, voting starts now. [Voting]

The voting session has ended. With your permission, Mr. Chairman. On the resolution of [indiscernible] capital raise of up to $15 million or is equivalent in Nigeria naira via mandatory convertible loan offer to a select group of qualified investors as proposed in the agenda, we have 100% votes in favor of this resolution amounting to 11,859,356,576 units of shares. Thank you, Mr. Chairman.

The 8th item on the agenda is to authorize the company to seek the listing and admission to the trading of its securities issued pursuant to the foregoing resolutions on the official list of the Nigerian Exchange Limited, the NGX or on any such stock exchange or securities market as the case may be. I hereby propose the resolution that the company be and is hereby authorized to seek for listing and admission to trading of its securities issued pursuant to the foregoing resolutions on the official list of the Nigerian Exchange Limited, the NGX or on such other stock exchanges or securities markets as the case may be. Will a shareholder, please, second this resolution? Mr. Ridwan Hamza.

Thank you very much, Mr. Chairman. The name is Ridwan Hamza, I rise to second the motion.

Distinguished shareholders, voting starts now. [Voting]

The voting session has ended. With your permission, Mr. Chairman. Under the decision to authorize the company to seek the listing and admission to trading of its securities issued post [indiscernible] to the early resolutions on the official list of the NGX or on such other stock exchange or securities market as the case may be. We have 100% votes in favor of this resolution amounted to 11,859,356,576 units of shares. Thank you, Mr. Chairman.

The 9th item is to approve the appointment of such professional advisers and other parties and to enter into and execute all such agreements, deeds, notices and other documents as may be necessary for and or incidental to the foregoing resolutions as proposed in the agenda. I hereby propose the motion that the company approves the appointment of professional advisers and other parties and to enter into and execute all such agreements, deeds, notices and other documents as may be necessary for and or incidental to the foregoing resolutions as proposed in the agenda. Will a shareholder, please second this motion? [indiscernible]?

Thank you, Mr. Chairman. My name is [indiscernible] Chairman, I second the motion. Thank you.

Distinguished shareholders, voting starts now. [Voting]

The voting session has ended. With your permission, Mr. Chairman. On resolution to approve the appointment of professional advisers and other parties and to enter into and execute all such agreements, leads notices and other documents as may be necessary for or incidental the foregoing resolutions as proposed in the agenda, we have 100% votes in favor of this resolution amounting to 11,859,327,576 units of shares. Thank you, Mr. Chairman.

The tenth item on the agenda is to authorize the Board to take such further action and do such further things as may be required to give effect to the resolutions outlined in the agenda. I hereby propose the motion that the company hereby authorizes the Board to take further action and do such further things as may be required to give effect to the resolutions outlined in the agenda. Will a shareholder please second this motion. Alhaji [indiscernible]?

My name is Kabir Abdullah, everybody. I hereby second the motion.

Distinguished shareholders, voting starts now. [Voting]

The voting session has ended. With your permission, Mr. Chairman. On the resolution to authorize the Board to take such further action and do such further things as may be required to give effective resolutions outlined in the agenda, we have 100% votes in favor of this resolution amounting to 11,859,356,576 units of share. Thank you, Mr. Chairman.

Thank you. The 11th item on the agenda is to authorize the Company Secretary to do all things necessary to give effect to the resolutions passed either in this AGM or at the Corporate Affairs Commission. I hereby propose the motion that the company hereby authorizes the company's secretary to do all things necessary to give effect to the resolutions passed at this AGM at the Corporate Affairs Commission. Will a shareholder, please second this motion. Mr. Patrick [indiscernible], please.

We can't hear you.

We can't hear you, sir.

Are you there? Okay.

I like to second the motion.

Thank you.

Thank you very much. I now call for a poll.

Distinguished shareholders, voting starts now. [Voting]

The voting session has ended. With your permission, Mr. Chairman. On the resolution to authorize the Company Secretary to do all such things necessary to give effect to the resolutions at this AGM at the CAC, we have 100% vote in favor of this resolution amounted to 11,859,356,522 units of shares. We also have the 54 units voting against the resolution. Thank you, Mr. Chairman.

It's good to see some opposition. You can't have a clean sheet. So fellow shareholders, I thank you on behalf of the Board for attending this meeting and showing so much interest in the company's affairs. On behalf of the directors, I crave your continued support of the Board and management during this recapitalization exercise and in the discharge of our duties to the company. Dear shareholders, ladies and gentlemen, that concludes the formal business of this Annual General Meeting, and I declare the meeting closed. Okay. We have a closing prayer. Allagae?

[Foreign language] Almighty ALLAH, we thank you for the AGM. I am praying everyone of [indiscernible] back to our destination. And be with everyone of us. [Foreign language] Amen.