NewsStocksHow a Secretive SPV Generated ₦824 Billion on First Bank Shares While Keeping Its Backers Hidden

How a Secretive SPV Generated ₦824 Billion on First Bank Shares While Keeping Its Backers Hidden

Author: TechNext24·

Key Takeaways

  • RC Investment Management is selling 10.43 billion First HoldCo shares at ₦110 each in a ₦1.15 trillion secondary block trade that First HoldCo has clarified is not a capital-raising transaction.
  • The same shares were acquired by RC Investment in July 2025 at ₦31 per share from Oba Otudeko's and Tunde Hassan-Odukale's associated entities, representing a combined outlay of approximately ₦323 billion.
  • The resale at ₦110 per share produces an estimated ₦824 billion gross gain for RC Investment's unidentified financial backers, whose identities are not disclosed in the company's public filings.
  • First HoldCo has formally notified NGX Regulation that neither Femi Otedola nor any government agency holds a stake in RC Investment, confirming it is an independent third party executing a secondary sale.
  • The transaction eliminates a year-long ownership overhang at First HoldCo, broadens the free float, and settles control of the bank's parent firmly under Femi Otedola without a proxy fight.
How a Secretive SPV Generated ₦824 Billion on First Bank Shares While Keeping Its Backers Hidden

Every listed company eventually produces a figure large enough to take on a life of its own, detached from the transaction that created it. First Bank's parent company delivered exactly that this August.

First Bank of Nigeria, founded in 1894, is the country's oldest commercial bank and among its systemically most important financial institutions. Its parent, First HoldCo, sits at the centre of that weight—which is why a single trade involving its shares could generate more confusion than clarity.

RC Investment Management began selling down 10.43 billion of its First HoldCo shares at ₦110 apiece—a block worth ₦1.15 trillion. Within a day, sections of the financial press had recast the transaction as a story about First Bank raising fresh capital. First HoldCo issued no new shares and received none of the proceeds. The trade belonged entirely to a company most Nigerians had never heard of, established specifically to make an old and bitter dispute over First Bank's ownership disappear without generating headlines of its own.

That dispute spanned a decade. Oba Otudeko, one of Nigeria's most prominent industrialists with interests spanning flour milling, oil and gas, and real estate through his Honeywell Group, chaired First Bank from 2009 and its holding company, First HoldCo, from 2012 until the Central Bank dissolved both boards in April 2021 over corporate governance breaches tied to his conduct. What followed resembled a slow siege rather than a single event.

The EFCC filed a ₦12.3 billion fraud case with First Bank itself listed as complainant (Premium Times). Ecobank pursued his personal collateral through the courts. By the time a judge struck out the EFCC charge in July 2025, Otudeko's exit from the bank he once led had already taken place, and the man selling was doing so from a position of exhaustion rather than choice.

Alongside him sat Tunde Hassan-Odukale, whose Leadway Assurance and its related pension vehicles held a smaller but still significant slice—roughly 2.28 billion shares accumulated across seven separate entities. Leadway's departure carried none of Otudeko's legal weight. Instead, it reflected a balance sheet calculation driven by fresh capital requirements under the new insurance reforms and a pending acquisition of PAL Pensions that needed room to breathe. Holding a passive, non-controlling stake in First Bank's parent, now firmly under Femi Otedola's direction, had stopped making strategic sense long before it stopped being profitable.

Femi Otedola, the billionaire behind Geregu Power and former majority owner of Forte Oil, had emerged as First HoldCo's single largest shareholder by mid-2024, installing himself as chairman and consolidating control in a sector where the Central Bank's 2024 recapitalisation directive required commercial banks to shore up their capital bases. That directive, separate from this transaction, added urgency to the broader restructuring at First HoldCo.

Between them, Otudeko and Hassan-Odukale controlled roughly a quarter of First Bank's holding company, and no single buyer could absorb that volume in one move. Regulatory limits on concentrated bank ownership ruled out any institution stepping in wholesale, and dumping that volume onto the open market would have crushed the share price before the sale could finish.

Investment banks exist to solve exactly this kind of bottleneck, and Renaissance Capital—the emerging-markets-focused investment banking arm of Renaissance Group, with a long track record of structuring large placements across frontier equity markets—did what the job required. It established an entity called RC Investment Management Limited, incorporated in Nigeria on May 8, 2024, with Renaissance Capital Africa's chief executive, Samuel Sule, listed as the person with significant control, and used it to absorb the entire block in one negotiated transaction.

In July 2025, across 17 off-market transactions, RC Investment paid ₦31 per share for all 10.43 billion units of First HoldCo, a total outlay of roughly ₦323 billion. Otudeko's camp, through Barbican Capital and related nominee accounts, sold close to 7.79 billion shares. Hassan-Odukale's camp, through Leadway Holdings, Leadway Assurance, and a run of pension custodial accounts, sold the remaining 2.28 billion. Both men walked away with cash immediately, and their stake in First Bank's parent entered a holding pattern while regulators determined what would happen next.

That holding pattern has now ended. With Central Bank and SEC approvals cleared, RC Investment is releasing the same 10.43 billion First HoldCo shares back onto the exchange at ₦110 each—a 15 to 18% discount to where the stock had been trading, which explains the strong investor appetite for the block.

The arithmetic behind the trade reveals the real story. RC Investment bought at ₦31 and is selling at ₦110, a spread that produces a gross gain of roughly ₦824 billion once the full ₦1.15 trillion in proceeds is set against the original ₦323 billion outlay. That gain does not belong to First Bank or its parent, has nothing to do with the group's separate recapitalisation programme, and will not appear anywhere on First HoldCo's own balance sheet. It belongs to whoever actually financed RC Investment's purchase 13 months ago—and the company's own filings do not identify who that is.

While CAMA 2020's Persons with Significant Control (PSC) guidelines mandate that a trustee like Samuel Sule be listed on CAC filings, Nigerian nominee and SPV rules permit the underlying financial backers to remain undisclosed to the general public. Public CAC records show RC Investment Management listed as "inactive," a common hallmark of purpose-built warehouse SPVs that execute a single billion-dollar asset pass-through without maintaining routine annual return filings.

Some of the confusion around the deal is understandable. A ₦1.15 trillion transaction naturally invites assumptions about capital raises, and rounding the offer price up toward the prevailing market price produced the inflated ₦1.4 trillion figure that circulated in several outlets.

First HoldCo has already moved to correct the record directly with NGX Regulation, confirming that neither Otedola nor any government agency holds any stake in RC Investment, and that the entity is an independent third party executing a secondary sale rather than a primary one. What the correction does not do is answer the more interesting question underneath: who carried the risk on that ₦323 billion purchase for 13 months and is now positioned to collect the return on First Bank's shares?

Samuel Sule's name satisfies a disclosure requirement without answering the actual question. The most reasonable assumption—that Renaissance Capital was fronting for a pool of client financiers—remains an assumption rather than a confirmed fact, because private SPV structures of this kind carry no obligation to disclose more.

What is not in dispute is what the trade accomplishes for First Bank's parent company. The ownership overhang that had weighed on the stock for more than a year is gone. The free float broadens as the block is distributed to a wider set of buyers, and the control question that had shadowed First Bank since 2021 is now settled in Otedola's favour without a single proxy fight.

Leadway exits a position that no longer matched its strategic priorities and frees up capital for its insurance and pension ambitions. Otudeko's decade at the top of First Bank ends not with a boardroom vote or a court judgement but with a wire transfer processed through a company that barely existed three years ago.

The bridge did what bridges are meant to do—moving a quarter of First Bank's holding company from one set of hands to another without anyone falling into the river in between. The identity of the toll collector and the size of the toll remain the one part of the story that neither First HoldCo's clarification nor RC Investment's filings have chosen to make public.