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Otedola at 25.87%: A Flashback to Otudeko and the Governance Ghosts at First HoldCo

Femi Otedola’s latest N222.2 billion buy, taking him to 11.76 billion shares or 25.87% of First HoldCo, feels like déjà vu. The numbers are bigger, the share price rally is sharper — up 120% in a month, N5 trillion market cap breached, H1 PBT at a record N653.5bn — but the optics are familiar.

It wasn’t long ago that another titan, Oba Otudeko, sat in the same seat as First HoldCo’s dominant shareholder and chairman. For years, Otudeko’s influence shaped strategy, capital allocation, and boardroom politics. The challenge then was not profitability — First Bank was always “too big to fail” — but governance. Questions around related-party lending, board independence, and opacity around who really called the shots eventually boiled over. In 2024, the CBN moved in, sacked the board, and installed new leadership, citing governance failures and poor risk management. Otudeko’s era ended not with a valuation premium, but with regulatory intervention and a crisis of confidence.

That flashback matters because Otedola is now walking the same tightrope, just from the other side of the table.

1. From Influence to Near-Control
At 25.87%, plus another 706m shares bought last week via Calvados Global, Otedola has deployed nearly N300bn in 7 days. His N1.47tn stake makes him the clear anchor. Like Otudeko, he is not a passive investor. The market is already speculating about a 51% target. The difference this time is timing: Otedola is buying into strength, not weakness. 30% ROAE, 1.7x book, clean-up of legacy loans. But CBN’s rules on significant shareholding haven’t changed. Once you cross 25-30%, you can dictate board composition and strategic direction. The governance test will be whether First HoldCo’s board can remain independent, or if it slowly mirrors one man’s vision the way it did before.

2. The Related-Party Shadow
Otudeko’s biggest governance headache was the perception — and in some cases, reality — of blurred lines between shareholder interests and bank assets. With Otedola’s history of building concentrated positions at Geregu, and now buying through both personal and related entities, the audit committee and independent directors at First HoldCo will be under pressure to prove every transaction is at arm’s length. The NGX filings are clean so far. But investors will remember 2024 and ask: who approves large exposures? Who sits on risk committee?

3. Market Premium vs Concentration Risk
The market is rewarding Otedola’s conviction. First HoldCo now trades like a pan-African peer, not a discounted Nigerian bank. But concentration cuts both ways. Under Otudeko, the stock suffered when governance concerns surfaced, regardless of fundamentals. With Otedola, the opposite is happening — the stock rallies on his buying. That makes minority shareholders vulnerable to one person’s decisions and sentiment.

The bottom line
Otedola’s 25.87% is a bet on turnaround and valuation re-rating, and so far it’s paying off. But First HoldCo’s history with Otudeko is a warning: in Nigerian banking, outsized shareholding without outsized governance becomes a liability. For First HoldCo to avoid repeating that chapter, it must show that a dominant shareholder and strong, independent governance can coexist. Investors aren’t just buying Otedola’s vision now. They are also buying proof that the Otudeko-era governance ghosts have been exorcised.

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