Documents exclusively obtained by TrackNews have revealed allegations that Access Bank Plc unlawfully took possession of share certificates belonging to a major shareholder in 2002 by relying on a purported directive of the Central Bank of Nigeria that the regulator later denied issuing. The development has raised serious concerns about corporate governance, shareholder rights, and the handling of regulatory authority within the Nigerian banking sector.
According to the documents, the shares belonged to the late father of Paul Adedoyin Odunaiya, a foundation shareholder of Access Bank who also served as a Director and Vice-Chairman of the bank’s Board. He was equally the Chairman and Chief Executive Officer of Wemy Industries Limited, a company with longstanding business ties to the bank.
The documents stated that during a Board meeting in 2002, the then Managing Director of Access Bank, Mr. Aigboje Aig-Imokhuede, informed all sitting directors that the Central Bank of Nigeria had issued a directive. The alleged directive reportedly required directors with loan exposures to the banks where they served to deposit their share certificates with those banks.
It was alleged that Mr. Aig-Imokhuede made this disclosure verbally and did not present any written evidence of the directive to the Board. No hard or soft copy of the purported Central Bank instruction was circulated or made available to any of the directors at the meeting.
At the time, Wemy Industries Limited had an existing term loan facility with Access Bank. However, records cited in the documents indicate that the loan was heavily over-secured and did not justify the additional demand for share certificates as collateral.
The documents stated that the loan was secured by a perfected legal mortgage on the company’s factory, with a market value in excess of N500 million. In addition, there was a fixed and floating debenture over the company’s assets valued at over N230 million.
As of 2005, the outstanding loan exposure was said to be about N60 million. By August of that same year, the documents claimed the loan had been fully liquidated, eliminating any outstanding financial exposure between Wemy Industries and the bank.
Despite the full repayment of the loan and the existence of substantial collateral, Access Bank was alleged to have continued holding on to the share certificates between 2005 and 2008. The documents claimed the bank coerced the shareholder into allowing the shares to be retained as additional collateral for subsequent loan facilities.
The documents further noted that during this period, Odunaiya’s late father was no longer a Director of Access Bank. They also stated that the new loan facilities obtained by his company were fully secured by the already perfected factory mortgage and debenture, making the retention of the shares unnecessary.
In a letter dated 7 October 2005, the company’s stockbrokers, Messrs Surport Services Limited, reportedly informed him that they could not execute his instruction to divest from the shares. The brokers stated that they were unable to obtain the share certificates from Access Bank.
In a further attempt to recover the shares, Odunaiya’s late father formally wrote to the bank on 27 May 2015, notifying it that all loan obligations had been fully repaid and demanding the release of the share certificates. Access Bank acknowledged the repayment in a letter dated 23 June 2015 but allegedly failed to release the shares.
A major twist emerged in 2018 when the Central Bank of Nigeria responded to an enquiry on the matter. In a letter dated 8 June 2018, the CBN stated that it had no record of issuing any directive requiring directors or shareholders to deposit their shares with banks due to loan exposure.
The documents further alleged that while the shares were in its custody, Access Bank engaged in transactions involving the shares without the consent of their owner. It was claimed that portions of the shares were sold to companies allegedly linked to proxies of the bank’s former Managing Director, including Marina Securities and Coronation Securities Limited.
Paul Adedoyin Odunaiya contended that these actions deprived his family of dividends, bonuses, and investment opportunities over several years. He stated that if the shares had been released in 2005 as requested, they would have been sold and the proceeds invested in Treasury Bills.
According to him, the sale of 169,312,169 units of Access Bank shares at N2.99 per share as of 12 September 2005 would have yielded N494,913,658.35. He described this amount as the financial loss suffered due to the bank’s alleged actions.
Odunaiya also stated that as of 31 March 2019, his father’s remaining shareholding in Access Bank stood at 112,644,061 units. He confirmed receiving N18,623,155.53 over time but maintained that the amount was insignificant compared to the losses allegedly incurred.
The allegations, as detailed in the documents, have sparked renewed scrutiny of Access Bank’s past management practices and raised broader questions about the misuse of regulatory claims, the protection of minority and major shareholders, and accountability within Nigeria’s financial institutions.
