Frequently Asked Questions

Migration to FBN Holdings

  • Why is FirstBank restructuring and changing its name?
    This is in compliance with the revised regulation on the scope of Banking Activities and Ancillary Matters No. 3, 2010 by the Central Bank of Nigeria which requires commercial banks to divest from non-core banking businesses or adopt a holding company structure.
    In addition, the restructuring through the holding company will:

    Create an operating model to profitably grow presence in the market for commercial banking and non-banking financial services in order to achieve our aspiration to be the leading financial services group in Sub-Saharan Africa.
    Streamline businesses by aligning and clustering similar or overlapping businesses under four broad “business groups”, namely Commercial Banking, Investment Banking & Asset Management, Insurance and Other Financial Services.
    Operate a corporate centre with responsibility for setting strategic direction, providing group-wide oversight and ensuring the leveraging of synergies across the group through the constitution of a governing board and committees at the group level to optimally align corporate governance and management roles.
    Protect and preserve shareholders’ value through retention of investments.
  • What do you mean by FBN Holdings Plc?
    FBN Holdings Plc is a legal entity domiciled in Nigeria. It is the new parent company of all the company within the Group, including FirstBank.
  • How is this change of name going to affect me?
    FirstBank will migrate and become a wholly owned subsidiary of FBN Holdings and all your shares will be transferred to FBN Holdings. First Bank of Nigeria Plc will be delisted from the Nigerian Stock Exchange while FBN Holdings will be listed.
  • Who is the Registrar to the FBN Holdings Plc?
    First Registrars Nigeria Limited remains the registrar to the FBN Holdings.
  • Do I need to visit the Registrar for any reason on this issue?
    You need not visit the registrar on this issue; the registrar will contact all shareholders appropriately if need be.
  • Will the change affect the value of my holdings?
    No. The value of your holdings remains the same, exactly what it would have been if it were First Bank of Nigeria Plc.
  • Will FBN Holdings Plc be listed on the Stock exchange?
    Yes! FBN Holding plc will be listed on the Stock Exchange.
  • Do I need to do anything on my part or complete any form to request for the FBN Holdings share certificate?
    No, you need not do anything on your part.
  • What if I do not want my FBN Holdings shares to go to my CSCS account, can I request for the physical share certificate?
    As long as you already have an existing account with the CSCS and the registrar, the units will automatically be sent to your CSCS account.
  • Will I still receive my dividends?
    Yes, you will continue to receive your dividends and all benefits as previously enjoyed.
  • Do I need to complete another bank mandate form for the direct crediting of dividends into my bank account after the change of name?
    No. You do not need to complete another bank mandate form as the restructuring will not affect your mandate instructions.
  • What will happen to the existing share certificates in my custody?
    All existing share certificates in your custody will automatically become void and new one(s) with the new name will be reissued.
  • What will happen to my existing shares with the Central Securities Clearing System (CSCS)?
    Your existing shares with the CSCS will remain the same but under a new name – FBN Holdings Plc
  • Will my current holdings in First Bank of Nigeria remain the same?
    Yes, your current holdings in First Bank of Nigeria remain the same.
  • What will happen to my existing FirstBank share certificate if I receive an FBN Holdings certificate from the Registrar?
    The FirstBank share certificate becomes void from November 26, 2012.
  • Will I be issued another share certificate for the number of holdings I have?
    Yes, you will be issued a new share certificate for the number of units you have; however, for the shareholders whose holdings are already with the CSCS, the units will be sent to the CSCS instead
  • What if I have misplaced my existing share certificate?
    You need not worry; a new one with the new name will be issued and sent to your address on our database.
  • How do I replace my existing FirstBank share certificates with the FBN Holding Company share certificates?
    As mentioned earlier, you do not have to do anything, the new share certificates will be automatically sent to you.
  • Is my share holding going to be increased or reduced in anyway?
    No, your shareholdings remain the same.
  • What will happen to my unclaimed dividends held under FirstBank?
    You can still claim by requesting for a reissuance or revalidation. Contact First Registrars for further information.
  • How will the change affect other subsidiaries within the group
    There will be a new legal structure for FBN Holdings Plc; however, the company is required by CBN to divest from First Registrars Nigeria Limited.
  • What will be the changes to the existing structure of the FirstBank Group?
    The existing structure of the FirstBank Group as shown below will be replaced by the holding company structure

    Holding Structure: The holding company will be a legal entity incorporated in Nigeria. FBN Holdings Plc referred to as FBN Holdings or Holdco will be the ultimate parent company of all companies in the First Bank Group, including the Bank. The diagram below illustrates the proposed legal structure of the holding company.
  • Will I be able to trade my existing FirstBank shares after the restructuring?
    No. You will not be able to trade with the existing FirstBank shares from November 26, 2012 when FBN Holdings would be listed and FirstBank delisted.
  • Can I trade with the new FBN Holdings Company shares?
    Yes, the new company is listed on the Nigerian Stock Exchange from November 26, 2012 and its shares can be traded
  • Will I get any bonus?
    No. There is no bonus issue associated with this process.
  • What will happen to FirstBank after the restructuring, will it remain listed on the Stock exchange?
    FirstBank will cease to be listed on the Nigerian Stock Exchange and it will become a wholly subsidiary of FBN Holdings Plc as a limited liability company.
  • How will the ownership structure affect FirstBank?
    FirstBank will become a wholly owned subsidiary of FBN Holdings Plc.
  • what effect does the holding company structure have on the rights and ownership of existing shareholders of First Bank of Nigeria Plc?
    The proposed restructuring will result in no change to the rights and ownership of existing shareholders of First Bank of Nigeria Plc. Their shareholding will simply be migrated to FBN Holdings Plc.
  • What effect will the change in legal structure have on the value of shareholders’ investment?
    The market capitalisation of FirstBank should not be adversely affected by the change in the legal structure.
  • Under which sector on the Nigerian Stock Exchange (NSE) will the holding company be listed?
    FBN Holdings Plc will be listed on The NSE under the “other financial services” sector as a non operating holding company.
  • FBN holdings will be regulated by which entity/entities?
    FBN Holdings Plc will be regulated primarily by:
    • The Central Bank of Nigeria as an ‘other financial institution’ (OFI);
    • The Corporate Affairs Commission;
    • The Securities and Exchange Commission; and
    • The Nigerian Stock Exchange.


    • There will be no change to the regulators at the subsidiary level. For instance, First Pension Custodian will continue to be regulated by PENCOM and FBN Life Assurance will continue to be regulated by NAICOM.
  • How many shares of the proposed FBN Holdings Plc will a shareholder have at the conclusion of the restructuring?
    The existing shareholders will surrender their shares in FirstBank to FBN Holdings in exchange for receiving ordinary shares in FBN Holdings equal to the number of shares they held in FirstBank immediately before the effectiveness of the restructuring i.e. one-for-one share exchange ratio.
  • What will be the issued and fully paid-up capital of the proposed holding company?
    The issued and fully paid-up share capital of FBN Holdings Plc will be 32,632,084,345 ordinary shares of 50 kobo each (N16,316,042,172.50) which is the same as the issued and paid-up capital of First Bank of Nigeria Plc.
  • Will the shareholders of First Bank of Nigeria Plc be shareholders of FBN Holdings Plc?
    Shareholders of FirstBank will become shareholders of FBN Holdings Plc. It will be a one-for-one share exchange.
  • Is there any advantage of being a shareholder of the holding company?
    Shareholders of the holding company will benefit from the entire businesses in the Group and not only from a segment of the Business/Group. The holding company structure will consolidate on the strengths of each business unit to enhance the entire Group’s ability to drive growth into the future.
  • How will shareholders swap their holdings in First Bank of Nigeria Plc for shareholding in FBN Holdings Plc?
    Shareholders with CSCS accounts will have their shareholdings in FirstBank replaced with that of FBN Holdings Plc, while those without CSCS accounts will be sent the physical share certificates of FBN Holdings Plc in replacement of share certificates of FirstBank to the address in the database of the registrar.

    Shareholders with shares partially held at the CSCS and physically held will have their entire shares updated in their CSCS account.
  • When should I be expecting my new certificate from the Registrar?
    Certificates will only be posted to shareholders who don’t have a CSCS account. Such shareholders should expect to receive their FBN Holdings certificates 2 weeks from the November 26, 2012 at the address in the database of the Registrar.
  • Will trading on the shares of FirstBank be suspended and for how long?
    The NSE and CSCS have assured the Group that the transmission from FirstBank to FBN Holdings would be done within a 48hours over a weekend period.

    The last time trading will take place under First Bank of Nigeria Plc will be November 23rd, 2012 and trading will resume on November 26, 20912 under the name FBN Holdings Plc
  • What happens if I buy the shares of FirstBank on Friday November 23, 2012?
    Given the T+3 settlement days, the units of First Bank of Nigeria Plc purchased on Friday, November 23, 2012 will be settled in your CSCS account the following Wednesday as shares of FBN Holdings.
  • 40. What happens to my Global Depositary Receipt (GDR) holdings with First Bank of Nigeria Plc?
    1 GDR which is an equivalent of 50 units of FirstBank ordinary shares would now be 50 units of FBN Holdings shares from November 26, 2012.

    For further information on GDRs kindly be guided by the details below:

    Depositary bank: Deutsche Bank Trust Company Americas
    ADR broker helpline: +1 212 250 9100 (New York), +44 207 547 6500
    (London) e-mail: adr@db.com
    ADR website: www.adr.db.com
    Depositary bank‘s local custodian: Standard Chartered Bank, Mauritius.

The Group

  • When was FBN Holding’s subsidiary, FirstBank founded?
    Answer: March 31, 1894
  • How many employees does FBN Holdings have worldwide?
    Answer: As at December 2013 Group: 9,563 Bank: 7,906

FBN Holdings Shares

  • I have changed my name - what should I do?
    Answer: Provide the Registrar with the following documents: • Photocopy of marriage Certificate and original for sighting • Original Sworn affidavit in case of change of family name.
  • What is the shareholder structure of FBN Holdings?
    Answer: As at September 2014 Retail: 50.51% Domestic Institutional: 25.94% Foreign Institutional: 21.62% Government related holdings: 1.93%
  • How do I buy/sell shares?
    Answer: Through your stockbroker, if you don’t have a stockbroker you can contact our subsidiary FBN Securities
  • I have changed my address - who do I notify?
    Answer: You should notify First Registrars in writing of both your old and new address and, if possible your share account number; alternatively you can download a change of address form from the First Registrars website: www.firstregistrarsnigeria.com
  • When was FBN Holdings, first quoted on the Nigerian stock exchange?
    Answer: 26th November 2012
  • How do I transfer my shares?
    Answer: This can be done through the stockbroker of your choice
  • How can I find out how many FBN Holdings shares I hold?
    Answer: You can determine the number of shares you hold by adding up all your share certificates and holdings in CSCS, referring to your recent dividend warrant, or by contacting First Registrars.
  • I have lost my share certificate - what should I do?
    Answer: If a share certificate is lost, stolen or destroyed, notify the Registrar immediately so that a "caution" can be placed on their records to prevent transfer of ownership to another person. In order to replace your certificate(s), 1) You need to execute an indemnity form at your expense to protect all parties against the possibility that the lost certificate might return to circulation. You will also need to arrange for a further guarantee by a clearing bank or a recognized insurance company. 2) Also you are expected to obtain a sworn affidavit showing loss to the certificate.
  • Can I check my shareholding on-line?
    Answer: Yes, by activating an online access form. You can obtain, fill and submit an e-product activation form from First Registrars (click here to download form)
  • Can I receive electronic communications?
    Answer: Yes, by activating an online access form. You can obtain, fill and submit an e-product activation form from First Registrars
  • What is the par value of a FBN Holdings share?
    Answer: 50 kobo
  • Which stock exchange is FBN Holdings listed on?
    Answer: The Nigerian Stock Exchange (NSE)
  • What is the stock exchange symbol for FBN Holdings?
    Answer: NSE: FBN Holdings, Bloomberg: FBNH NL, Reuters: FBNH.LG
  • Who is the registrar for FBN Holdings Plc?
    Answer: First Registrars Nigeria Limited Plot 2, Abebe Village Road, Iganmu, Lagos. Email: info@firstregistrarsnigeria.com
  • Can I receive more shares instead of cash dividends?
    Answer: Where cash dividend only is paid, you can only receive the dividend. FBN Holdings would not issue share in place of this dividend
  • How do I register the death of a shareholder?
    Answer: Inform the Registrar by sending a certified copy of the death certificate along with the original Grant of Probate (or a sealed office copy) or the Letters of Administration. The name(s) of the deceased's personal representative(s) will thereafter be substituted on the share register while the estate is finalised.
  • Where do I find my shareholder reference number?
    Answer: Shareholders are not given reference number, they are only given account number and this can be found on the share certificate or on the shareholders account statement on demand
  • What type of stock has FBN Holdings issued?
    Answer: FBN Holdings has issued ordinary registered shares and an unlisted global depositary receipt
  • Where do I get information about the development of the FBN Holdings share price?
    Answer: The Nigerian Stock Exchange or your stockbroker
  • Can I purchase shares directly from FBN Holdings?
    Answer: No, FBN Holdings does not offer a Direct Share Purchase Program at this time.

Financial Information

  • How can I obtain a copy of the Annual Report and Accounts?
    Answer: The Reports can be accessed on this website; and hard copies can be obtained on request at the Investor Relations department of FBN Holdings.
  • I’ve received more than one Annual Report. How can I stop this?
    Answer: If shares are bought at different times, the registration details given to the Registrar may differ slightly on each occasion. This can result in the Registrar opening additional shareholder accounts for you. If the names are the same, Please write to First Registrar requesting them to consolidate or merge your shareholder accounts. Note to indicate the various account numbers and your signature must be duly signed.
  • When are the FBN Holdings annual and interim results announced?
    Answer: Please click on our [Financial Calendar] for further details. Alternatively, send an email to investor.relations@fbnholdings.com

Annual General Meeting

  • How many units of shares were outstanding as at the last AGM?
    Answer: Outstanding shares as at the last AGM were 32,632,084,356 units.
  • When will the next Annual General Meeting take place?
    Answer: FBN Holdings Annual General Meeting (AGM) is usually held in May, please click on our [Financial Calendar] for further details
  • How can I attend the Annual General Meeting (AGM)?
    Answer: You will be sent an annual report to enable you attend the meeting
  • How do I exercise my voting rights in case I am not present at the AGM?
    Answer: By sending a proxy latest 48hrs to the AGM date

Dividends

  • How much dividend did FBN Holdings pay in previous years?
    Answer: 2013 N35.9 billion 2012 N32.632 billion 2011 N26.10 5 billion 2010 N19.579 billion 2009 N2,902 billion 2009 N33,565 billion 2008 N23,867 billion 2007 N10,477 billion
  • What was the amount of the last dividend payment and when was the payment date?
    Answer: N1.10 kobo per share (N35.9 billion in total value) and paid in June 2013.
  • Can I have my dividends paid direct into my bank account?
    Answer: Yes, you should either contact First registrars or complete a mandate form obtainable from the Registrar’s office or through download from their website www.firstregistrarsnigeria.com
  • Do you have a dividend reinvestment program (DRIP)?
    Answer: No, FBN Holdings does not provide a dividend reinvestment programme
  • I arranged to have my dividends paid into my bank/building society account but I have now changed the account?
    Answer: Kindly send a duly signed letter to First Registrars Limited, Plot 2, Abebe Village Road, Iganmu, Lagos, indicating your old bank details and the new account details and specify the actions we should take better still, you may complete another e-dividend form in addition
  • I have lost the warrant relating to my last dividend payment
    Answer: can I get a replacement? If you lose your dividend warrant you should contact First Registrars as soon as possible, confirming where payment has been lost. First Registrars will arrange for the warrant to be stopped and issue you with a duplicate free of charge. However, upon recovery you are expected to return the original one to First Registrar.
  • I cannot cash an old dividend warrant because it is out-of-date - what should I do?
    Answer: Please contact First Registrar to have it revalidated. Please note that dividend warrants are valid for six months from the date of issue.
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