The proposed sale by RC Investment Management Limited of 10.434 billion shares in First HoldCo Plc could significantly alter the ownership profile of one of Nigeria’s largest financial groups. It will also serve as an important test of the Nigerian Exchange’s ability to absorb a very large block transaction, attract sufficient investor demand, and establish a credible market price for the shares.
The shares were offered at N110 each. The offer opened on August 3, 2026, and closed on August 14, 2026, placing the total value of the block at approximately N1.148 trillion. RC Investment Management acquired the shares at N31 per share through 17 negotiated transactions completed in July 2025. The original acquisition cost was therefore about N323.45 billion.
Based solely on the difference between the acquisition price and the proposed sale price, the block appears to have increased in value by approximately N824.9 billion. This represents an increase of N79 per share, equivalent to a nominal gain of about 254.8 percent over the acquisition price. However, analysts have warned that this amount should not automatically be treated as realized or confirmed profit. Financing and interest charges, taxes, legal and advisory fees, brokerage commissions, structuring costs, and other obligations connected with the investment could substantially reduce the final return.
First HoldCo’s corporate governance report listed RC Investment Management as the direct holder of 10.434 billion shares as of December 31, 2025. That holding represented 23.47 percent of the company’s issued shares at the time. By June 2026, the stake represented 22.94 percent, reflecting changes in First HoldCo’s issued share capital rather than necessarily a reduction in the number of shares held.
The proposed transaction is a secondary-market sale, meaning that it involves the transfer of existing shares from one investor to another. It is not a new share issue or a capital-raising exercise by First HoldCo. As a result, the approximately N1.148 trillion in proceeds will accrue to RC Investment Management and any other parties entitled to the proceeds under the relevant investment arrangements. First HoldCo itself will not receive the funds as fresh equity capital.
For investors, the most immediate questions concern the effect of the disposal on First HoldCo’s ownership concentration, free float, trading liquidity, and governance dynamics. If a single investor purchases the entire block, that buyer would become one of the company’s largest shareholders, with a stake close to one-quarter of First HoldCo. Such an ownership position could provide considerable influence within the shareholder structure, depending on the buyer’s identity, voting behavior, and relationship with other major investors.
A broader distribution of the shares among pension funds, asset managers, insurance companies, foreign portfolio investors, and other institutional or retail participants would produce a different result. It could expand the shareholder base, increase the proportion of shares available for public trading, and improve market liquidity over time. A wider ownership base may also support more effective price discovery because a greater number of investors would participate in buying and selling the stock.
Speaking with LEADERSHIP yesterday, Proshare chairman Mr. Olufemi Awoyemi described the block transaction involving First HoldCo as a “novel market structure,” rather than evidence of illegal conduct. He said the unusual arrangement should be understood within the context of efforts to resolve ownership-related conflicts involving a systemically important bank.
Awoyemi emphasized that financial-market transactions can involve complex legal, commercial, and institutional arrangements. “Let’s start with the fundamental insight that there is often more than meets the eye in financial markets,” he said. While that may point to underlying complexity, he added, it does not in itself imply illegal activity. According to him, high finance frequently requires strategic structuring, packaging, and other intricate mechanisms that can be legitimate when properly authorized and disclosed.
He explained that the transaction attracted unusual attention partly because of the involvement of the Office of the Attorney General, an element that surprised many market participants. The participation of a government institution in a transaction of this scale has heightened scrutiny and increased interest in the legal and ownership framework surrounding the deal.
The outcome of the offer could also provide a strong indication of institutional demand for First HoldCo at its current valuation. A fully subscribed transaction would suggest that investors are willing to commit substantial capital at the N110 offer price. Conversely, a weak response could prompt the market to reassess the sustainability of demand for the stock after its sharp appreciation.
The rise in First HoldCo’s share price has already generated debate about whether the re-rating is supported by the company’s underlying fundamentals or has been driven largely by liquidity conditions, investor positioning, limited supply, and broader market sentiment. Professor Tayo Bello, a financial analyst and adjunct professor at the University of Ibadan, questioned whether the scale of the company’s appreciation was fully justified by its financial fundamentals.
Bello noted that share prices are normally shaped by several factors, including earnings growth, profitability, balance-sheet strength, management quality, historical performance, dividend policy, and prevailing market conditions. He questioned the basis for First HoldCo’s sharp price appreciation, particularly because the company did not pay a dividend in the last financial year. He also compared First HoldCo with other major Nigerian banks that have continued to return value to shareholders through dividend payments.
In his view, sustained buying interest combined with a relatively restricted supply of First HoldCo shares may have contributed to the rapid re-rating. When demand rises faster than the number of shares available for trading, prices can move sharply, potentially carrying the stock above the level that its earnings and other fundamental indicators alone would support.
The proposed disposal consequently presents two major tests for the Nigerian market. The first is whether sufficient demand exists to absorb a block valued at approximately N1.148 trillion. The second is whether investors are prepared to transact at a valuation that has increased substantially over the past year. For existing shareholders, however, the most important issue may ultimately be the identity of the buyer or buyers and the effect of the new ownership arrangement on corporate governance, liquidity, strategic direction, and market confidence.
If the block is divided among several institutional investors, First HoldCo could benefit from a broader shareholder base, a higher free float, and deeper secondary-market activity. If one buyer acquires the entire stake, that investor could emerge with approximately 22.94 percent of the company, creating another major center of influence. The transaction could nevertheless remove the ownership overhang associated with RC Investment Management’s acquisition of the shares in July 2025. An ownership overhang can weigh on a stock when investors expect a large holder to sell, because the potential supply may limit price gains or increase volatility.
Because First HoldCo owns First Bank, the identity, investment horizon, financial capacity, and strategic intentions of the eventual buyer or buyers will be closely monitored by investors, regulators, analysts, and the wider financial market. A long-term institutional investor could be viewed differently from a strategic buyer seeking a more active role in the group.
More broadly, the proposed transaction represents a significant test of the Nigerian capital market’s ability to facilitate the orderly transfer of a stake worth more than N1 trillion. The market will be assessed not only on whether it can complete the sale, but also on whether it can do so without causing excessive price volatility, undermining investor confidence, or disrupting normal trading in First HoldCo shares.
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