Controversy trails mystery buyer of N323.4bn FBNPlc’s shares

– Board change, corporate restructuring loom

A major uncertainty still clouds the acquisition of a controlling ownership stake in Nigeria’s premier bank, First Bank of Nigeria, Plc, which has sparked widespread controversy given the national importance of the oldest financial institution in the country. The transactions, worth N323.4 billion, took many stakeholders by surprise, spiking the share price as a sign of positive market excitement.

The controversy revolves around the identity of the real investor, who conveniently provided such massive cash, unheard of in the capital market, in a single transaction. Experts believe that such investment could only be possible by politically exposed person(s) as it involves foreign investors.

Another point of concern is the unlikely coincidence of two of the protagonists in the struggle for control of the bank agreeing at the same time to cede their huge holdings to a rival. It was insinuated by informed sources that only political influence could have facilitated the transactions.

BH reliably confirmed that RC Investments Ltd., a Special Purpose Vehicle (SPV) linked to Renaissance Capital, was the actual acquirer.

However, the purchase of 10.43 billion FirstHoldCo shares worth N323.4 billion by RC Investments Management Ltd., a relatively unknown company, has further raised questions about the true identity of the buyers of the offloaded shares.

Both archival and online checks on RC Investment Management conducted by BH revealed absolutely no information on the shadowy firm.

Identity Mystery

However, checks on Renaissance Capital Africa, the SPV strongly linked to RC Investments Management Ltd., unearthed a trove of information.

According to BH findings, Renaissance Capital Africa is an independent Africa-focused investment banking and markets franchise with offerings across capital financing, mergers and acquisitions, restructuring, sales and trading, and brokerage.

The company has Samuel Sule, a banker with emphasis on the capital market, as its current CEO.

Further checks revealed that Sule has experience working across international and domestic capital markets as well as providing advisory services for sovereign and non-sovereign institutions, primarily on the African continent.

He has acted as lead banker on landmark capital market instruments, including a series of Eurobond issues for banks, supra-nationals, and sovereigns across West Africa, and domestic issues for telecoms, banks, fintechs, and pharmaceutical companies.

Reports claimed he led the Africa investor group on the recent Ghana Eurobond restructuring. He is also a key commentator on the Africa macroeconomic landscape and has diverse pan-African mergers and acquisition experience.

Some of his work, checks showed, has seen him lead the establishment of green and sustainability frameworks for African corporate entities. He is a member of the CFA Society Nigeria and has a Certificate in Management Excellence from Harvard Business School.

However, there’s no specific mention of his major accomplishments, especially those in the league of the recent massive purchase of FirstHoldCo’s shares, forcing analysts to speculate that he’s acting as a proxy for a scheming investor or investors operating under the radar.

Looming Corporate Shake-up

The shake-up, BH gathered at the weekend, may be imminent among other coming reforms in the bank, which include a board change, corporate restructuring, and long-term strategic investments by competing investors jostling for control.

The reorganization, banking sources say, could also result in FBN’s largest shareholder and current chairman, Mr. Femi Otedola, either consolidating his hold on the bank or losing his seat, depending on where the pendulum swings.

Firms linked to the Chairman of Honeywell Group, Oba Otudeko, as well as the Chairman of Leadway Group and former FirstBank Chairman, Tunde Hassan-Odukale, had, in a move that took the nation by surprise on Wednesday, July 16, 2025, sold their entire 10.43 billion shares.

While the transactions, priced at N31 per share across 17 negotiated deals and representing approximately 25% of FirstHoldCo’s outstanding shares, affirmed the exit of Hassan-Odukale and Otudeko from the bank they had both controlled for years, it potentially made the new buyer the bank’s single largest shareholder.

As expected, the transactions sparked widespread speculation about the true identity of the buyer and the company’s real owners.

FG Denies Role

Some industry sources have insinuated that Otudeko and Hassan-Odukale’s shares were bought by the Federal Government through a trustee arrangement set up by the Office of the Attorney General in collaboration with the Central Bank of Nigeria (CBN).

According to them, the government is temporarily holding the shares until the completion of FirstHoldCo’s ongoing capital raise.

The sources also disclosed that Otudeko and Hassan-Odukale were forced to sell off their over 25 percent shares in FirstHoldCo. The forceful acquisition of the shares, they alleged, was done to clear the way for the takeover of FirstHoldCo by a powerful interest group close to the seat of power in Abuja. BH cannot independently verify this claim.

A statement at the weekend titled “AGF denies FG’s involvement in First Holdco Share Acquisition,” said:

> “We are compelled to respond to a publication by ThisDay Newspaper of July 17, 2025, and Arise TV suggesting that 25% of First Bank Holdings (First Holdco) shares were transferred to the Federal Government of Nigeria’s (FGN) trustee.
The report is inaccurate, misleading, resentful, and malicious. Neither the Federal Government of Nigeria nor the Attorney General of the Federation and Minister of Justice participated in acquiring the shares in question.
The Office of the Attorney General of the Federation and Minister of Justice debunks this falsehood to prevent confusion or misconceptions about First Holdco’s ownership and governance.
The circumstances surrounding the shareholding structure are distinct from any government involvement.
However, it is aware of a trustee set up by the First Holdco, with the CBN approving Stanbic IBTC to oversee it as a third party.”

The press release was signed by Kamarudeen Ogundele, SA to the President on Communication and Publicity.

Doubt Still Lingers

Meanwhile, some stakeholders are of the opinion that it’s the mercurial Lagos billionaire, Femi Otedola, who acquired the shares. An industry expert, Tayo Dada, said the arrangement is not out of place.

“It is essentially the primary duty of a nominee or trustee to hold large tranches of a company’s shares in custody for other investors. So what just happened is legitimate and not out of place.

“But for now, the intentions of RC Investment Management Limited with the acquired shares remain unknown. We are expecting a formal announcement, which we believe will provide further clarity on the evolving ownership structure and direction after the acquisition.

“Whichever way it goes, the transaction will likely resolve the long-standing leadership crisis that has hindered the growth of First Holdco,” Dada said.

BH reports that this latest share purchase by RC Investments comes two years after Barbican Capital Limited, linked to Oba Otudeko, who served as the group’s chairman between 1997 and 2021, acquired the single largest equity stake of 4.77 billion ordinary shares, representing 13.3 percent of FBN Holdings.

According to available records, the transaction, valued at N87.8 billion, was moved from 26 nominee and trustee accounts to Otudeko’s Barbican Capital Limited.

Fight for Control

However, Oba Otudeko lost out to Femi Otedola in the battle for control of the bank after Otedola’s holding company, Calvados Global Services Limited, successfully mopped up FBNHoldings shares totaling 3,380,462,950 as against Otudeko’s 3,110,400,619 shares.

BH notes that the combined 6,490,863,569 shares held by Otedola and Otudeko in FBNHoldings are individual equities and are not inclusive of interests held in trust by their trustees.

Otudeko’s failed plot to retake the bank from Otedola through the acquisition of additional shares in July 2023 created a leadership crisis in the company, which prompted the intervention of the Central Bank of Nigeria (CBN).

In a move seen by many industry experts as pandering to Otedola’s interest, the CBN issued new corporate governance guidelines that restricted the acquisition of controlling interests in any financial holding company in the country.

In a circular to all commercial, merchant, non-interest, and payment service banks, and financial holding companies, titled ‘Corporate Governance Guidelines’ and signed by the Director, Financial Policy and Regulation Department, Chibuzo Efobi, the apex bank said new investors would need prior approval from it before they could acquire majority stakes in holding companies.

For instance, Section 19 of the guidelines, which dealt with the protection of shareholders, stated:

> “Except where prior approval of the CBN is granted, no individual, group of individuals, their proxies, or corporate entities shall own a controlling interest in more than one FHC.
Except with the prior written approval of the CBN, no FHC or any of its directors, shareholders, or agents shall enter into an agreement which results in: a change in the control of the FHC; the transfer of shareholding of five percent and above in the FHC; and/or an increase in shareholding to five percent or more in the FHC.
Provided that CBN’s prior approval and No Objection shall be sought and obtained before any acquisition of shares of an FHC by an investor (including through the capital market) that would result in equity holding of five percent and above: the sale, disposal, or transfer of the whole or any part of the business of the FHC; the acquisition or merger of the FHC; the reconstruction of the FHC; or the employment of a management agent, management by or transfer of its business to any such agent,” the new CBN guidelines stated.

End of Intrigues

The latest share purchase by RC Investments Ltd. will no doubt alter the power dynamics in FBNHoldings, with the beneficiary of the deal set to emerge as majority shareholder and calling the shots.

The CBN move, it was learnt, halted Otudeko’s plot to retake FirstHoldCo from Otedola.

Meanwhile, documents seen by Business Hallmark showed that while Otudeko offloaded a total of 7,786,641,500 shares, Odukale divested 2,288,798,807 shares, totalling 10.43 billion shares.

The major implication of this deal is that the buyer of Otudeko and Hassan-Odukale’s shares, apart from other stakes he might have in FBN, now owns an additional 10,075,440,307 shares, 6,694,977,357 more than Otedola’s controlling shares of 3,380,462,950.

However, Nigerians may not know the real face or faces behind the massive shares acquisition until a formal announcement is made by regulatory authorities to provide further clarity on the bank’s evolving ownership structure and strategic direction.

While Nigerians await more clarity on the current ownership status of the group, identified players in the transactions that gave birth to the share purchase deals have remained silent or are providing divergent views.

For instance, while BH reliably gathered that Otudeko and Hassan-Odukale had several discussions with Otedola on the divestments of their equities in FirstHoldco, the Epe-Lagos-born billionaire has refused to be dragged into the matter, which sources privy to negotiations claimed he didn’t directly acquire the shares.

“The true identity of the buyer is still a mystery. Though Otedola is super rich, I don’t think he has the spare cash needed to execute the transaction. His wealth is tied down to investments in other sectors, such as energy, which he must sell to get funds.

“If he doesn’t want to go that route, he will need to seek the support of other investors to raise the needed funds to purchase the shares. Even if he is the buyer, he has refused to confirm it,” a source in the capital market, who didn’t want his identity revealed, told our correspondent.

In the same vein, FirstHoldco, in a filing on the NGX signed by its Company Secretary, Adewale Arogundade, said its chairman, Otedola, did not purchase any of the shares in question, adding that neither did the Federal Government of Nigeria or any of its agencies acquire the shares in trust.

“The sellers were Barbican Capital Limited & affiliates and Leadway Group & affiliates, and the buyer was RC Investment Management Limited,” FirstHoldco said in a two-paragraph statement titled: “Re: Rumor on First Holdco Plc Sales of Shares.”