Introduction to the Issue
The editors of THISDAY/ARISE Media Group have been made aware of false claims made by the Board and Management of FirstHoldCo Plc. These claims were made in a sponsored post in some publications, attempting to undermine the constitutionally guaranteed free speech and freedom of the press. The Constitution of the Federal Republic of Nigeria guarantees the press the right to uphold the fundamental objectives contained in the Chapter and to hold the government accountable to the people.
The Role of the Press
Section 39 of the 1999 Constitution of the Federal Republic of Nigeria (as amended) states that the press, radio, television, and other agencies of the mass media shall at all times be free to uphold the fundamental objectives contained in this Chapter and uphold the responsibility and accountability of the Government to the people. This means that the press has the right to ask questions, report facts, and seek clarity where matters involving shareholders are opaque.
FirstHoldCo Plc’s Recent Actions
First HoldCo Plc recently made an off-market sale of 10.4 billion shares valued at N324.47 billion on Wednesday, July 16th, 2025. This action has raised concerns about the company’s compliance with Laws and Regulations of the Federal Republic of Nigeria. The Nigerian Exchange Limited (NGX), the Securities and Exchange Commission (SEC), and the Bank and Other Financial Institutions Act (BOFIA) 2020 all have rules and regulations that govern the disclosure of beneficial ownership, material transaction disclosures, and the acquisition of significant shareholdings.
Non-Compliance with Regulations
First HoldCo Plc has been accused of non-compliance with these regulations. The company has not disclosed the beneficial ownership structure of the "Bridge Holder" that acquired the 10.4 billion shares. The NGX requires timely and comprehensive disclosure of any transaction that involves a significant volume of shares or may materially impact investor perception or market price. The SEC also requires listed companies to disclose material facts fully, frankly, and without omission. Furthermore, the BOFIA 2020 requires any person or entity acquiring 5% or more of the shares in a bank or bank holding company to obtain prior written approval from the Central Bank of Nigeria (CBN).
Media Reports
Other Nigerian media outlets have reported on FirstHoldCo Plc’s lack of transparency and full disclosure of its recent share sale to a trustee it described as a "Bridge Holder" of FirstHoldCo Plc. These reports include:
- The Guardian: "Otedola Tightens Grip on First Bank with 40% Stake Acquisition"
- BusinessDay: "Otedola Buys Out Otudeko, Increases Stake in First Bank to 36.7%"
- MoneyCentral: "Otedola Increases FirstHoldCo Stake to 40% with Buyout of Otudeko"
- Punch: "First Holdco’s N323.4bn Share Transaction Sparks Speculation over Otedola’s Stake"
- Daily Independent: "First Holdco N1 Trillion NPLs Cast Shadow Over Otedola’s Takeover"
Questions Raised
The media has only asked questions because First Bank has not complied with Nigerian laws regarding full disclosure. For instance, it has reported a N324.47 billion share acquisition of 10.4bn shares off-market, but when it came to disclosure, it disclosed only N195 billion on the stock exchange contrary to Nigerian stock exchange rules that require frank and full disclosures and no omission of facts that could disadvantage investors.
Demands for Disclosure
First Bank is required by law to follow both CBN regulations and FCCPC rules. So far, these transactions have not demonstrated compliance with these rules. The media is asking for full disclosure from First Bank in line with Nigerian laws for market confidence. This includes disclosing the identity of the "Bridge Holder", the amount of shares held, and the source of the funds used for the acquisition.
Conclusion
In conclusion, the media has a constitutional right to ask questions and seek clarity on matters involving shareholders. FirstHoldCo Plc’s recent actions have raised concerns about the company’s compliance with Laws and Regulations of the Federal Republic of Nigeria. The company must disclose the beneficial ownership structure of the "Bridge Holder" and comply with all relevant regulations to maintain market confidence. The media will continue to ask questions and report facts until full disclosure is made. It is the duty of the media to hold institutions accountable, and it will not be intimidated or bullied into silence. The Nigerian people deserve transparency and accountability from institutions, and the media will continue to fight for their right to know.
