SEC Clears ₦323bn First HoldCo Deal Despite Ownership Tussle

The Securities and Exchange Commission (SEC) has formally cleared the massive N323.45 billion share transaction involving First Bank Holdings, offering a regulatory green light to what is now considered the largest off-market deal in the history of the Nigerian Exchange.

The transaction, which took place on July 16, 2025, saw the transfer of more than 10.4 billion shares. The shares were sold by entities associated with former First Bank chairmen Oba Otudeko and Tunde Hassan-Odukale and acquired by RC Investment Management. The acquiring firm has since been confirmed to be a trustee vehicle operating under a strategy coordinated by the Central Bank of Nigeria (CBN) and the First HoldCo board.

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After weeks of media speculation and confusion over regulatory transparency, the SEC issued a statement clarifying that it had reviewed the deal in full compliance with the law. Contrary to some reports, the Commission said no formal query was issued and all communications followed routine automated procedures designed to ensure transparency for major stock transactions.

This deal, while now formally cleared, has stirred considerable controversy due to its links to longstanding boardroom power struggles. The leadership of First HoldCo has been contested since 2021, with rival camps led by Otudeko, Hassan-Odukale, and billionaire investor Femi Otedola each seeking control.

Otudeko, through his firm Barbican Capital, had filed a legal challenge against the CBN and First HoldCo after the rejection of his claim to majority ownership, further intensifying the standoff.

Market watchers were initially unsettled by the secrecy surrounding RC Investment’s role in the transaction. Questions were raised about whether regulatory bodies had prior knowledge before the shares changed hands. Although those doubts have now been addressed, they sparked renewed debate about governance practices within Nigeria’s financial sector.

Despite the SEC’s clarification, the market continues to evaluate the broader implications of the sale. With Otedola retaining his position as chairman and rival interests temporarily sidelined, investors are closely watching to see whether the move brings stability or sets the stage for future friction in Nigeria’s banking industry.