The Securities and Exchange Commission (SEC) has confirmed it granted a “no objection” to the ₦323.45 billion off-market transaction involving over 10.4 billion shares of First Bank Holdings.
In a statement released Thursday, the capital market regulator said the deal met all regulatory requirements and was executed in accordance with applicable laws.
The transaction, which remains the largest in the history of the Nigerian Exchange Limited (NGX), had triggered widespread speculation regarding the level of oversight and approval by relevant authorities.
However, the SEC clarified that it conducted a comprehensive compliance review and found no regulatory breach.
According to the Commission, there were no subsequent queries or requests for further information from the Central Bank of Nigeria (CBN) after the deal was concluded.
The regulator also dismissed any reports suggesting that its correspondence with the parties involved constituted a formal query.
“The Commission remains firmly committed to its mandate of regulating a fair, orderly, and efficient market; protecting investors; and fostering capital formation in Nigeria,” the SEC stated.
The July 16 transaction saw entities affiliated with Oba Otudeko and Tunde Hassan-Odukale—both former chairmen of First Bank of Nigeria—offload a controlling stake in First Bank Holdings to RC Investment Management.
RC Investment has since been identified as a trustee acting under a CBN-led arrangement in collaboration with First Bank Holdings to stabilize the bank’s ownership structure.
The transaction is a culmination of a prolonged power tussle over the control of Nigeria’s oldest bank, which began in 2021 following billionaire investor Femi Otedola’s entry into the ownership structure.
Otedola later emerged as Chairman of First Bank Holdings after a series of boardroom realignments.
In response to the deal, Otudeko’s investment vehicle, Barbican Capital, initiated legal action against the CBN and First Holdco, contesting the rejection of its majority stake claim.
However, the SEC’s recent position appears to validate the legitimacy of the share transfer to RC Investment.
Market analysts view the SEC’s stance as a positive signal for investor confidence and regulatory transparency in the Nigerian capital market.
By confirming that its post-transaction communication was part of “an automated compliance mechanism,” the Commission emphasized the need for due diligence in large-scale transactions without impeding deal execution timelines.
With the issue now receiving official regulatory closure, attention is expected to shift to potential strategic moves by RC Investment Management and the ongoing restructuring within First Bank Holdings.
The transaction reinforces the critical role of institutional oversight in preserving market integrity and mitigating systemic risks associated with high-value equity transfers in the financial sector.
