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The Securities and Exchange Commission (SEC) has confirmed that the recent N323.33 billion share acquisition involving First Bank Holding Company (First Holdco), two of its major shareholders, and RC Investment Management fully complied with all regulatory requirements.
In a statement released by the SEC’s Head of External Relations, Mrs. Efe Ebelo, the capital market regulator clarified that it granted a “No Objection” to the transaction after thorough assessment in accordance with existing laws and regulations. This comes amid media reports suggesting the possibility of further inquiries by the Commission.
“There was no subsequent request for additional information from the Central Bank of Nigeria (CBN) following the conclusion of the transaction,” the statement read. “The Commission’s correspondence with operators was not a query but part of an automated compliance mechanism to ensure transparency and orderly conclusion of large transactions.”
The Commission emphasized its commitment to maintaining a fair, orderly, and efficient capital market, while ensuring investor protection and facilitating capital formation.
The high-value transaction involved the divestment of shares by two longstanding shareholders: former Chairman Oba Otudeko and Director Tunde Hassan-Odukale. According to a regulatory disclosure on the Nigerian Exchange (NGX), both parties sold their stakes to RC Investment Management, a subsidiary of Renaissance Capital.
RC Investment Management, incorporated in May 2024, is wholly owned by Sule Samuel Babatunde, Chief Executive Officer of Renaissance Capital.
Records show that 10.43 billion ordinary shares of First Holdco, valued at N323.33 billion, were transferred in 17 off-market negotiated deals on July 16, 2025, at a unit price of N31 per share.
A breakdown of the transaction reveals that Otudeko’s Barbican Capital and affiliates sold approximately 7.787 billion shares worth N241.4 billion, while Hassan-Odukale’s Leadway Group and affiliates offloaded about 2.647 billion shares valued at N82 billion. The acquisition represents roughly 25 per cent of First Holdco’s 41.87 billion outstanding shares.
In a statement signed by Company Secretary Adewale Arogundade, the board of First Holdco confirmed the transactions and clarified that neither the group’s current chairman, Femi Otedola, nor any government officials or agencies were involved, contrary to some media reports.
Additionally, the Office of the Attorney General of the Federation (AGF) has categorically denied any involvement in the acquisition. Kamarudeen Ogundele, Special Adviser to the President on Communication and Publicity at the Ministry of Justice, refuted claims in reports by ThisDay Newspaper and Arise TV alleging that 25 per cent of First Holdco shares were transferred to the Federal Government’s trustee.
“The report is inaccurate, misleading, and malicious,” Ogundele stated. “Neither the Federal Government of Nigeria nor the Attorney General participated in acquiring the shares. The shareholding structure remains entirely private and separate from any government interest.”
He urged the media to uphold professionalism, verify facts, and avoid sensationalism that could mislead the public or cause market instability.
The SEC, CBN, and AGF’s clarifications collectively reaffirm that the landmark transaction was conducted transparently, in compliance with Nigeria’s financial market regulations, and without government interference.
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