THISDAY/ARISE Media Group Responds to Harassment and Attack on Free Speech, Press Freedom By FirstHoldCo Plc

PRESS STATEMENT

The attention of the editors of THISDAY/ARISE Media Group has been drawn to false claims of misrepresentation of facts by the Board and Management of FirstHoldCo Plc in a sponsored post  in some publications in an attempt to trample on our constitutionally guaranteed free speech and the freedom of the press as the Fourth Estate of the Realm as enshrined in the Constitution of the Federal Republic of Nigeria.

Section 39 of 1999 Constitution of the Federal Republic of Nigeria (as amended) under the Right to Freedom of Expression and the Press 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.”

 First HoldCo Plc, in it latest market action, an off-market sale of 10.4 billion shares valued at N324.47 billion on Wednesday July 16th, 2025, has brazenly affronted Laws and Regulations of the Federal Republic of Nigeria put in place for good governance and transparency as follows:

*The Nigerian Exchange Limited (NGX)*

 Disclosure of Beneficial Ownership

•     Any person acquiring 5% or more of a listed company’s shares (directly or indirectly) must be disclosed. Disclosure must include: identity of the beneficial owner; shareholding category (e.g., director, substantial shareholder, insider); and whether the holding is direct or via a trustee/nominee.

Material Transaction Disclosures

•     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. Partial or delayed disclosure violates the principles of fair, orderly, and efficient markets.

 *Securities and Exchange Commission (SEC)*

Rule on Issuers’ Disclosure Obligations

•     Listed companies must disclose material facts fully, frankly, and without omission. The SEC holds issuers accountable for any attempt to suppress, misrepresent, or under-report major transactions. The use of indirect vehicles (e.g., trustees, bridge holders) does not exempt issuers from disclosure obligations.

*Bank and Other Financial Institutions Act (BOFIA) 2020*

Section 7 – Acquisition of Significant Shareholding

•     Any person or entity acquiring 5% or more of the shares in a bank or bank holding company must obtain prior written approval from the Central Bank of Nigeria (CBN). Approval is required again at higher thresholds: 10%, 20%, 25%, 50%, and 75%. Acquisitions made through nominees, proxies, trustees, or other indirect structures (such as a ‘Bridge Holder’) fall under this provision. So far, First Holdco plc has not demonstrated compliance with this provision to the NGX

Section 9 – Notification of Shareholding

•     Once a 5% stake is acquired, both the acquiring party and the institution (FirstHoldCo) must formally notify the CBN of the change in shareholding structure. Again, First Holdco plc has not demonstrated this compliance to the markets

Section 27 – Disclosure and Transparency

•     Financial institutions must disclose: their beneficial ownership structure; all related-party transactions; and any information that may materially affect stakeholders. Failure to provide full and frank disclosure is considered a violation of the Act.

Section 45 – Insider Lending and Conflicts of Interest

•     Requires disclosure and regulatory approval for any transaction involving directors, officers, or related parties, especially if it affects control or ownership.

Section 65 – Prohibition on Lending Against Own Shares

•     Explicitly prohibits any bank granting loans or advances secured by its own shares. Any funding or financing arrangement involving the purchase of FirstHoldCo shares using credit from FirstBank would violate this section.

 In line with the  constitutional rights of the Nigerian media to ask questions , report facts and seek clarity where matters involving shareholders are opaque, other Nigerian media outlets have reported the following by FirstHoldCo Plc in its lack of transparency and full disclosure of it recent share sale to a trustee it described as a “Bridge Holder“ of FirstHoldCo Plc.

1.   The Guardian: “Otedola Tightens Grip on First Bank with 40% Stake Acquisition”

2.   BusinessDay: “Otedola Buys Out Otudeko, Increases  Stake in First Bank to 36.7%.”

3.   MoneyCentral: “Otedola Increases FirstHoldCo Stake to 40% with Buyout of Otudeko.

4.    Punch: “ First Holdco’s N323.4bn Share Transaction Sparks Speculation over Otedola’s Stake” 

5.   Daily Independent: “First Holdco N1 Trillion NPLs Cast Shadow Over Otedola’s Takeover

 In a July 18th letter written to the Chief Executive Officer of the NGX Regulation Ltd, FirstHoldco Plc referenced BusinessDay Newspaper’s reporting of the opaque off-market transaction.

 So, why is First Holdco Plc singling out ARISE/THISDAY media group for such intimidation in an attempting to gag the press and evade accountability?

 The Nigeria media has only asked these 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 requires frank and full disclosures and no omission of facts that could disadvantage investors.

In asking these questions, First Bank has disclosed that there is a “Bridge Holder” confirming ARISE and THISDAY reports that the share acquisition was held by a trustee.

A bridge holder, as described by First Bank, in simple language, is a trustee which was confirmed by the Attorney General to be Stanbic IBTC Bank.

So who is this bridge holder? How much are they holding? Who provided the funds which markets are claiming to be First Bank. Can they deny or confirm this?

Especially under the BOFIA Act, which says no bank shall grant any loans or advances on the security of its own shares. There are also Prudential Regulations on credit facilities granted by any bank to single borrowers or groups of related borrowers.

First Bank is also required by law to follow both CBN regulations and FCCPC rules. So far, these transactions have not demonstrated compliance with these rules.

And it is the constitutional duty of the media to ask questions. And that is what we are asking. So instead of hiding and trying to intimidate the press and bully its practitioners, what we require is full disclosure from First Bank in line with Nigerian laws for market confidence. This especially at this time when the CBN has gone above and beyond to return the financial markets to orthodoxy and ended forbearance

Finally, FirstHoldCo refers to an unrelated transaction by a related entity: General Hydrocarbons Ltd claiming falsely that it’s being owed. First Bank used GHL assets to secure its loan of $400m from AMCON and has not paid nor has it met FBN’s commitments to GHL. FBN went to court 3 times before Justice Alagoa, Justice Dipeolu and Justice Obile, all of the Federal High Court and lost all three cases to GHL. The case now in arbitration.

Signed:

The Boards of Editors THISDAY & ARISE Media Group

Lagos

Nigeria