First HoldCo set to dispose shares after Otudeko’s exit

Lagos, Nigeria – First HoldCo Plc has revealed plans to divest a 25 per cent stake in the company, recently transferred to a special purpose vehicle, RC Investment Management Ltd.

According to a Bloomberg report, the company’s Managing Director, Wale Oyedeji, disclosed the development during an investor conference call in Lagos.

“We will be disposing of those shares, and there are a range of options available to us,” Oyedeji said. “Ultimately, you will see that those shares will be disposed of in the market,” he added, without providing a specific timeline.

Behind the Deal: ₦323.33bn Block Transaction

The shares in question, originally held by Barbican Capital Ltd., were transferred in July to RC Investment Management via an off-market block deal involving 10.43 billion ordinary shares, equivalent to 25% of First HoldCo’s total shares. The transaction, spread across 17 negotiated trades at an average price of ₦31 per share, was valued at approximately ₦323.33 billion.

Oyedeji described RC Investment as a “temporary” holder, affirming that the company’s ongoing ₦350 billion capital raise remains on track and unaffected by the transaction.

Regulatory Scrutiny and Ownership Transparency

The move comes amid heightened scrutiny by the Securities and Exchange Commission (SEC) over the identity of RC Investment’s beneficial owner, raising broader concerns around transparency and corporate governance at the holding company.

Once completed, the divestment is expected to clarify the ownership structure of First HoldCo—formerly FBN Holdings—which has been under regulatory and investor focus following the involvement of influential shareholders and leadership changes.

Capital Raise and Shareholder Approvals

First HoldCo is pressing ahead with plans to strengthen its capital base in line with the Central Bank of Nigeria’s (CBN) revised minimum capital requirements. The company is seeking to raise ₦350 billion through private placements this quarter, following a successful ₦147 billion rights issue earlier this year.

At its last Annual General Meeting, shareholders approved the proposed capital raise, alongside a rebrand and change in legal name. A 40 kobo dividend per 50 kobo ordinary share (totalling ₦14.36 billion) was also approved for the 2023 financial year.

Exit of Major Shareholders and Market Impact

The July transaction also marked the exit of Oba Otudeko, a former chairman and major shareholder, from First HoldCo. The block deal involved entities linked to another former chairman, Tunde Hassan-Odukale, further altering the company’s shareholding dynamics.

According to CardinalStone Securities, the massive off-market trades caused a dramatic surge in activity on the Nigerian Exchange:

• Volume traded rose by 807.03% to 11.67 billion units

• Value traded jumped by 1,028.44% to ₦363.41 billion

Following the transaction, First HoldCo shares soared to a 52-week high of ₦36.45.

📊 The planned share divestment and ongoing capital raise mark a pivotal moment in First HoldCo’s corporate restructuring, with implications for investor confidence, market liquidity, and regulatory oversight in Nigeria’s banking sector.