Securities and Exchange Commission (SEC) on Thursday said there was no market irregularity in the recent First Holdco Plc’s N323.4 billion single off-market block transaction.
SEC stressed that the process was duly approved and met all applicable regulatory standards.
Head of External Relations, SEC, Mrs. Efe Ebelo, in a statement, said, “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 following the conclusion of the transaction.”
On whether a query was issued on the transaction by the commission, Ebelo explained, “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.”
Reaffirming its regulatory role, the commission, in the statement, added, “The SEC remains firmly committed to its mandate of regulating a fair, orderly, and efficient market; protecting investors; and fostering capital formation in Nigeria.”
Barbican Capital Limited, Leadway Group, and their affiliates had sold approximately 10.43 billion ordinary shares in First HoldCo in a single off-market block transaction at N31.00 per share, worth N323.4 billion.
Oba Otudeko, founder of Barbican Capital offloaded a total of 7,786,641,500 shares at N31.00 per share valued at N241.3 billion, while Mr. Tunde Hassan-Odukale, Group Managing Director of Leadway Assurance, sold 2,288,798,807 shares worth N70.8 billion at a price of N31.00 per share.
The breakdown showed that Otudeko, in an off-market deal, offloaded 5,875,980,151 units of shares in Barbican Capital, 1,517,746,454 units of shares in Peace Account GASL Nominee, and 392,914,895 units of shares in RAML/MEF9.
For Odukale’s, the shares were sold through a mix of corporate entities and pension fund accounts that included 1,036,914,805 units of shares in Leadway Holdings Limited, 432,258,388 units of shares in Leadway Assurance Co. Limited, and 392,345,513 units of shares in UBAPC/Leadway Pensure PFA Limited.
Others were 323,563,889 units of shares in ZPC/Leadway Assur. Premium Coll. & Inv. A/C, 39,941,304 units of shares in UBAPC/Leadway Pensure PFA Ltd FundIII-T, 24,033,333 units of shares in ZPC/Leadway/NNPC Staff Pen Inv A/C-TRA, 6,037,543 units of shares in UBAPC/Leadway Pensure PFA Ltd FD1-T and 30,701,032 shares units of share in Hassan-Odukale Tunde (direct).
The erstwhile Chairman of First Holdco was forced to sell off over 20 per cent of shares linked to him.
An obscure firm with the name RC Investment Management Ltd was the beneficial owner of the transaction that bid fair to warrant a mandatory takeover of ownership if only the investor wished to up his stake to about 31per cent with regulatory approval.
The transaction, which involved the sale of approximately 25 per cent of First HoldCo – the parent company of First Bank of Nigeria Ltd. – was executed on July 16.
While the shares were transferred to RC Investment Management Ltd., a special purpose vehicle, the beneficial owner behind the acquisition, remained undisclosed.
“This transaction must have been endorsed by the Central Bank of Nigeria,” said Kato Mukuru, founding partner at London-based Emerging & Frontier Capital LLP (EFC). “If that is the case, why have minority investors not been told who the beneficial owner of this controlling stake is?”
CBN and NGX are yet to issue any statement despite public interest, intensifying concerns about governance standards and investor transparency in Nigeria’s financial markets.
Ndubuisi Francis and Kayode Tokede
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