By Alabi Eletiofe

For sometimes, the Living Trust Mortgage Bank has been in the news, as a result of a crisis that was previously thought to be mere Board politicking. The actual nature of the crisis had recently taken a clearer dimension after investigations by a respected security agency led back to the controversies that had kept the financial institution in the news.

The investigation report revealed that one Deril Academy Limited, a school in Ibadan had purchased over 2% shareholding in Living Trust Mortgage Bank from the open market.
The transaction was revealed to have been worth over N600m. Since the school, which is the original business of Deril Academy, is unlikely to have been worth the cost of the transaction, a concerned individual was revealed to have petitioned the Security Agencies to investigate the propriety of the transaction and the nature of interest of the persons behind the corporate veil.

After an extensive investigation, with several invitations extended to the key players, it was revealed that the fund used to purchase the shares of Deril Academy Limited was paid directly by the Osun State Ministry of Finance, headed by Mr. Sola Ogungbile, who is a current Non-Executive Director of Living Trust Mortgage Bank. From the investigation and the corroboration of the duo, it was revealed that Mr. Sola Ogungbile, a Non-Executive Director and Mrs. Olaitan Aworonke, an Executive Director of the Bank, had worked together to identify both proxies and shareholders, between whom they could fund such transactions with the fund of Osun State Government. There was reluctance on the part of relevant civil servants to query the intent of the fund or process for release of same, as Mr. Sola Ogungbile was said to have identified the Head of the Osun State Ruling Family as the person who was interested in the transaction. Due to his closeness to the ruling family, proofs are not usually demanded from the Commissioner for Finance, as he was considered by many in the political circles as an important mouthpiece of the family. In clear language, Mr. Sola Ogungbile and Mrs. Olaitan Aworonke facilitated a money laundering scheme with the help of Deril Academy and its proprietress.

While Mr. Sola Ogungbile was said to have confessed that the purpose of the ongoing share acquisitions was to make the Adeleke family the majority shareholder of Living Trust Mortgage Bank, and has received unrestricted information and help from Mrs. Olaitan Aworonke, an Executive Director who is retiring soon due to the term limit imposed by the Central Bank of Nigeria, but is currently eyeing the position of the MD/CEO to enable her start a fresh 10years term; there has been no such intent disclosed by Dr. Deji Adeleke or the Governor. In fact, information received showed that Governor Ademola Adeleke had warned Mr. Sola Ogungbile to stop fomenting trouble on the Board of Living Trust Mortgage Bank several times, but he had always found a way to give a warped narrative of happenings to the Governor’s elder brother, leading to Dr. Deji Adeleke overruling his younger brother on a number of occasions.

Our findings revealed that the hostile takeover plan hatched by the duo of Mr. Ogungbile and Mrs. Aworonke was first put to test after purchasing the Deril Academy shares with illicit fund. They immediately formed a consortium with Deril Academy and approached the Federal High Court during a judicial vacation, through a motion ex parte to push out the largest shareholder and assume Management Control. This plan did not only fail, but Governor Ademola Adeleke and the Attorney General of Osun State eventually directed that the matter be withdrawn from Court.

It has always been the duty of the Central Bank of Nigeria, to assess the funds to be used in obtaining a banking license, recapitalizing a bank and for the acquisition of majority stake in a financial institution, to prevent investment of illicit funds in the control of a financial institution, towards also ensuring the fitness of persons owning financial institutions. While Mr. Sola Ogungbile and Mrs. Olaitan Aworonke had mentioned that they had several proxies for their backdoor takeover plans, the issue of Deril Academy shares acquisition raises a pertinent question. How does the Central Bank assess the funds used for takeover of Banks, where the share acquisitions are done indirectly in the open market by several proxies? If Mr. Ogungbile and Mrs. Aworonke had succeeded in the takeover of Living Trust Mortgage Bank in 2025 through the Court, what legal framework does the Central of Nigeria have to correct course? For anyone to attempt to takeover a financial institution through the Court, also shows that there may be some legal or procedural gaps, especially since the Central Bank was unable to take action against such persons, even though they serve on the Board of a financial institution with the approval of the Central Bank. The Central Bank of Nigeria was widely commended for its efforts against money laundering, leading to the exit of Nigeria from the FATF grey list in October 2025. While it is our understanding that the investigation report of the respected security agency has been sent to the Central Bank, it remains to be seen, whether Directors of a financial institution, found to be facilitating the transfer of public fund for private purposes will be allowed to continue with the approval of the Central Bank of Nigeria.

Beyond this, this situation shows a critical gap in the process for acquisition of a financial institution in Nigeria, in a manner that allows holders or controllers of illicit funds to boycott the Central Bank of Nigeria’s regulatory powers. With the commendable ongoing recapitalization initiatives of the Central Bank, one can only hope that this gap would be plugged, to ensure the continuous soundness of the financial system in Nigeria.