SEC breaks silence on N323bn first HoldCo deal, reaffirms due process

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Barbara Bako, Abuja.

The Securities and Exchange Commission (SEC) has clarified its role in the recent N323.4 billion off-market share transaction involving FBN Holdings Plc (First HoldCo), stressing that it granted a no objection after thorough regulatory review in accordance with extant laws and rules….

In a statement signed by the Commission’s Head of External Relations, Efe Ebelo on Thursday, the SEC confirmed that the deal which saw a block of 10.43 billion shares exchanged at N31 per unit was executed with full regulatory compliance.

The Commision also stated that there was no post-approval demand for additional information by the Central Bank of Nigeria (CBN).

the statement read; “In line with extant laws and SEC regulations, the Commission granted a ‘no objection’ to the transaction after due consideration and in full compliance with applicable requirements. There was no subsequent request for additional information from the Central Bank of Nigeria (CBN) following the conclusion of the transaction.”

The Commission also addressed recent reports suggesting a query may have been issued to the parties involved.

It clarified that the correspondence was part of a routine, automated compliance process aimed at enhancing transparency and ensuring that large transactions are properly concluded in the capital market.

“It is important to note that the Commission’s correspondence with the operators involved was not a query. Rather, it was an automated compliance mechanism designed to promote transparency and ensure proper conclusion of large transactions within the market,” it said.

This clarification follows days of public speculation over the nature of the transaction and the identity of the new investor.

The deal, executed on July 16, involved the transfer of 25 percent of First HoldCo’s total shares from Oba Otudeko’s Barbican Capital and Tunde Hassan-Odukale’s Leadway affiliates to RC Investments, a trustee entity said to be linked to Renaissance Capital’s CEO, Samuel Babatunde Sule.

While the ultimate beneficial owners of RC Investments remain undisclosed, the scale of the transaction—one of the largest in Nigerian capital market history has sparked renewed debate about shareholder transparency and boardroom control at First HoldCo.

Earlier reports by Bloomberg had indicated that the SEC was seeking additional clarity from the CBN regarding the identity of the buyer.

This, alongside calls from market operators for increased due diligence on RC Investments, fuelled speculation that the transaction may have faced regulatory pushback.

However, the SEC’s latest statement appears to settle that uncertainty, affirming that the deal complied with all relevant procedures and received regulatory clearance without objections from the apex bank.

“The SEC remains firmly committed to its mandate of regulating a fair, orderly, and efficient market; protecting investors; and fostering capital formation in Nigeria,” the Commission added.

With two longtime shareholders exiting and a new major player emerging, industry observers believe First HoldCo is now at a strategic turning point.

Attention is likely to shift toward potential changes in the board structure, governance outlook, and the possibility of recapitalization moves, especially in light of the ongoing banking sector reforms.

The market now awaits further disclosures from RC Investments and the management of First HoldCo regarding future strategic direction, as regulators and investors continue to keep a close watch on developments.