A proposed block sale of more than 10.43 billion shares in First HoldCo Plc, valued at about N1.15 trillion, could reshape the ownership structure of Nigeria’s oldest banking group and become one of the largest secondary equity transactions ever executed on the Nigerian Exchange (NGX).
According to market intelligence obtained by Proshare, RC Investment Management Limited is preparing to divest its entire holding of 10,433,909,058 First HoldCo shares through a block transaction on the NGX at an indicative price of N110 per share, with trading expected to commence on August 3, subject to regulatory approvals and formal market notification.
At the proposed price, the transaction is worth approximately N1.148 trillion and represents 22.94 per cent of First HoldCo’s 45.48 billion issued shares, making it one of the most consequential ownership transfers in the Nigerian capital market in recent years.
The Newsmatrics reporte that billionaire investor and FirstHoldCo chairman, Femi Otedola, already holds about 25 per cent of the company following a series of large block acquisitions, the latest being a N222 billion transaction completed last week that valued his stake at N1.47 trillion.
However, neither First HoldCo nor the NGX had issued a formal disclosure confirming the transaction as of the time the report was published.
The proposed sale comes barely a year after the controversial July 2025 transfer of the same block of shares into RC Investment Management, ending months of speculation over the ultimate ownership of the stake.
Temporary holding structure
The shares were originally acquired through 17 negotiated off-market deals executed on July 16, 2025, at N31 per share for a combined value of about N323.45 billion.
First HoldCo subsequently disclosed that the sellers were Barbican Capital Limited, and its affiliates, controlled by Oba Otudeko as well as Leadway Group and affiliated entities, controlled by Oye Hassan-Odukale, while RC Investment Management emerged as the buyer.
At the time, the company denied widespread speculation that or the Federal Government had acquired the shares.
The Office of the Attorney-General of the Federation later acknowledged that the transaction involved a trustee arrangement approved by the Central Bank of Nigeria, with Renaissance Capital appointed to oversee the structure as an independent third party.
Management had consistently maintained that RC Investment’s role was temporary and that the shares would eventually be returned to the market.
The proposed block sale would effectively unwind that bridge arrangement and conclude a long-running ownership transition that has remained under close market scrutiny.
Discount raises investor interest
According to Proshare, the indicative offer price of N110 represents a discount of about 15.1 per cent to First HoldCo’s closing market price of N129.55 on July 31.
The discount comes after an extraordinary rally in the company’s shares, which appreciated by over 126 per cent during July as investors responded to improved earnings, aggressive share acquisitions by Chairman Femi Otedola and expectations surrounding the bank’s recapitalisation programme.
Analysts say such discounts are common in large block transactions because of the sheer size of the shares involved and the need to attract institutional investors capable of absorbing them.
Ownership implications
Unlike a public offer or rights issue, the proposed transaction would not inject fresh capital into First HoldCo.
Instead, it is a secondary market transaction in which proceeds accrue entirely to the selling shareholder.
Its significance lies in the potential redistribution of ownership and voting influence within the financial services group.
The transaction could substantially alter the composition of First HoldCo’s register of substantial shareholders, depending on who eventually acquires the stake.
With the proposed block equivalent to more than 40 per cent of the company’s reported free float, the allocation process is expected to be closely watched by investors and regulators alike.
The identity of the eventual buyers could have significant implications for corporate governance, board influence and the strategic direction of the group.
Market awaits regulatory confirmation
The proposed sale falls under the NGX rules governing block divestments and large-volume trades, which require prior approval by the Exchange before execution.
Market participants are therefore awaiting formal notifications from the NGX, First HoldCo and other relevant regulators detailing the pricing, execution process, settlement arrangements and post-transaction ownership structure.
Such disclosures are also expected to clarify whether RC Investment will completely exit its holding and identify the investors emerging with significant stakes following settlement.
For investors, the transaction represents more than a routine share sale.
It could finally resolve one of the Nigerian banking sector’s most closely watched ownership issues while providing greater transparency over First HoldCo’s shareholder structure at a time when the lender is strengthening its capital base, delivering stronger financial performance and attracting renewed institutional investor interest.
Until the required regulatory disclosures are issued, however, the proposed ₦1.15 trillion block transaction remains subject to confirmation.
