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Living Trust Mortgage Bank: Cold War As Outgoing Chair Allegedly Refuses To implement shareholders’ Agreement Despite Adeleke’s Directive



Living Trust Mortgage Bank: Cold War As Outgoing Chair Allegedly Refuses To implement shareholders’ Agreement Despite Adeleke’s Directive

By Sodiq Lawal Chocomilo

The appointment of Dr. Wale Bolorunduro, an ex-finance commissioner, as a director and chairman designate of Living Trust Mortgage Bank Plc has sparked a cold war between the board of directors and the present chairman, WITHIN NIGERIA gathered.

Recall that on April 8, 2024, Osun State Governor Ademola Adeleke approved the appointment of Dr. Wale Bolorunduro as a director and chairman designate of Living Trust Mortgage Bank Plc through a letter signed by the State Government’s Secretary, Teslim Igbalaye.

In a separate letter obtained by WITHIN NIGERIA, Governor Ademola Adeleke also directed that Dr. Wale Bolorunduro be appointed as a director and chairman designate, effective Friday, April 19, 2024. The letter was addressed to Timothy Gbadeyan, the company secretary of Living Trust Mortgage Bank Plc.

History of Living Trust Mortgage Bank Plc
Findings by WITHIN NIGERIA revealed that Living Trust Mortgage Bank Plc, primarily known as Living Spring Savings and Loans, was incorporated on March 9, 1993, during the tenure of the late Isiaka Adeleke, the first executive governor of Osun State.

The bank converted from a private limited liability company to a public limited liability company on January 25, 2013, for better performance which led to the change of name from Living Spring Savings and Loans to Omoluabi Mortgage Bank during the Aregbesola-led administration by selling some shares to Morgan Capital Securities Limited and others.

Public-private partnership and agreement

Sources told WITHIN NIGERIA that some percentage of the bank’s shares were later sold to CitiTrust during Oyetola-led administration in 2019, leaving the remaining 40 percent for the state for better optimization, productivity, and quality response. The name of the bank, Omoluabi Mortgage, was also changed to Living Trust Mortgage Bank Plc.

A reliable source told WITHIN NIGERIA that Osun State and CitiTrust agreed that the chairman of the Living Trust Mortgage Bank should be appointed by the state government while the managing director or Chief Executive Officer (CEO) should be appointed by CitiTrust.

This source further disclosed that CitiTrust later sold nearly 20% of its shares out of 60% to Adekunle Adewole and others, leaving CitiTrust with 40.82%.

Ownership Structure
A document on ownership structure obtained by WITHIN NIGERIA revealed that as of December 31, 2023, CitiTrust had 40.82% [2, 041,094, 418] shares, Osun State Government had 18.03% [901,466,695], Osun State Local Government had 21.80% [1,090,133,708], Adekunle Adewole had 7.39% [369,506,532], and others had 11.97% [597,798,647]. This document further confirms the statements from our source.
Living Trust

The cold war
Findings revealed that there’s a cold war between the chairman designate, Wale Bolorunduro, and the board headed by Alhaji Adebayo Jimoh over the confirmation of the former finance commissioner as the new chairman.

It was gathered that the company’s secretary, Timothy Gbadeyan, forwarded a letter to the state government in response to the letter signed by Teslim Igbalaye, the SSG, seeking confirmation of Wale Bolorunduro as chairman on Friday, April 19, 2024.

According to Timothy Gbadeyan, the ex-finance commissioner in the state would not participate in the board meeting and would be confirmed as chairman on Friday, April 19, 2024, as directed by Governor Ademola Ademola.

Gbadeyan disclosed in the letter that Alhaji Adebayo Jimoh would step down as chairman of the board on Friday, April 19, and that the nomination and screening committee of the board would brief the board about the new developments that would take effect after the AGM meeting.

Speaking on the matter, a reliable source told WITHIN NIGERIA that there is a high probability that the confirmation of Wale Bolorunduro, ex-finance commissioner, as chairman designate of Living Trust Mortgage Bank is deliberately delayed due to reasons unknown to the public.

According to the source, there’s likely a perceived enmity between the current chairman, Alhaji Adebayo Jimoh, the company’s secretary, Timothy Gbadeyan, and the chairman designate, which would not allow the free transfer of authority as expected.

‘Governor Adeleke was very clear in his letter to the company’s secretary. He wants the appointment of Wale Bolorunduro as chairman to be effective on Friday, April 19, 2024. I really do not know why the chairman and company’s secretary are delaying the confirmation’, the source explained.

However, a letter written by Alhaji Adebayo Jimoh, which was sighted within Nigeria, revealed that the cold war was indeed caused by the company’s secretary as a result of his response to the letter written by Teslim Igbalaye, the SSG.

Adebayo Jimoh disclosed in a leaked letter that the due process of onboarding directors into banking and other allied financial institutions in line with regulatory processes must be duly followed before Wale Bolorunduro can be confirmed as chairman of the bank.

According to Adebayo Jimoh, Bolorunduro will meet with the board nomination and governance committee on April 17, 2024, and the report of the committee thereafter will definitely be presented to the board to enable an appropriate full board resolution to be passed on April 19, 2024, at the full board meeting.

He will be admitted first as a director, and the board will then have the responsibility to pass a resolution on his appointment as chairman at the next board meeting, definitely before the AGM slated for June 6th, 2024, in line with best corporate practice. He will be guided by CBN guidelines and ratified at the AGM, Alhaji Jimoh explained.

Wale Bolorunduro, in a letter written to the present chairman, Adebayo Jimoh, obtained by WITHIN NIGERIA, expressed his dissatisfaction over the insistence of the company secretary to write to the state government to retract the offensive and legally deficient letter he wrote detailing a very wrong pathway to my onboarding, despite all the corporate action precedents that were cited for him.

The ex-finance commissioner, while tagging the delay as unnecessary and a deliberate attempt to dare Governor Ademola Adeleke, who heads a government that is a major shareholder and number one customer, cited similar cases such as Africa Prudential filing an addendum on AGM notification and Access Bank plc, which has AIG Imoukhuede as Chairman at the board of directors meeting of March 12 and is going to the AGM for resolution of the director later.

According to Bolorunduro, the chairman can therefore be changed at any time by the equity owner.

“All that needs to be done at the June 2024 AGM is for a resolution to be passed by shareholders to elect me as a director. CAMA 2020 is very clear on the issue of the appointment and resignation of directors. I refer the company secretary to Access Holdings Plc, where Mr. Aig Imokhuede was elected chairman of Access Holdings Plc on March 13, 2024. His election as director will be at the AGM on April 19, 2024,” he further explained.

Efforts to reach the present chairman of Living Trust Mortgage Bank Plc, Alhaji Adebayo Jimoh, were futile. A call was placed to his phone, and he forwarded a message asking this reporter to text him. The reporter did, and as of the time of writing this story, he has not reached out to the reporter.