The THISDAY/ARISE Media Groups says First HoldCo is attempting to suppress constitutionally protected free speech and press freedom over the reportage of its N324.47 billion share acquisition.
On July 17, TheCable reported that Oba Otudeko, chairman of Honeywell Group, and Tunde Hassan-Odukale, group managing director of Leadway Assurance, sold over 10 billion shares in a block deal involving First HoldCo.
Some media platforms later linked the acquisition to Femi Otedola, chairman of the company, and the federal government — a claim First HoldCo denied.
In an advertorial on July 21, First HoldCo said THISDAY/ARISE Media Group misrepresented the facts of the transaction.
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In a counter-statement on Tuesday, the boards of editors of THISDAY and ARISE Media Groups said the off-market sale of 10.4 billion shares valued at N324.47 billion on July 16 violated Nigerian laws and regulations.
“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,” the statement reads.
“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:
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“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.’”
The media groups cited the NGX rule on beneficial ownership, which mandates disclosure when 5 percent or more of a listed company’s shares are acquired.
The organisation also referenced requirements for timely and comprehensive disclosure of transactions.
The media companies said First HoldCo violated the Securities and Exchange Commission (SEC) rules on issuers’ disclosure obligations, and sections 7, 9, 27, 45, and 65 of the Bank and Other Financial Institutions Act (BOFIA) of 2020.
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The editors said five other media outlets published similar reports, arguing that the coverage was consistent with the Nigerian media’s constitutional role to report facts and seek clarity on opaque shareholder dealings.
“In a July 18 letter to the Chief Executive Officer of NGX Regulation Ltd, FirstHoldCo Plc referenced BusinessDay’s reporting of the opaque off-market transaction,” the group said.
“So why is First HoldCo Plc singling out ARISE/THISDAY for intimidation in an attempt to gag the press and evade accountability?
“The Nigerian media has asked these questions because First Bank has not complied with disclosure laws.”
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LEGALITY OF N324BN OFF-MARKET TRANSACTION
The groups said First HoldCo reported an “off-market acquisition of 10.4 billion shares worth N324.47 billion” but disclosed only N195 billion to the exchange — “in breach of Nigerian stock exchange rules requiring complete disclosures”.
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The statement said the financial institution confirmed the presence of a “Bridge Holder”, in line with ARISE and THISDAY reports that the shares were held by a trustee.
“A bridge holder, as described by First Bank, is a trustee — confirmed by the Attorney General to be Stanbic IBTC Bank,” the group said.
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“So who is this bridge holder? How much are they holding? Who provided the funds, which some say came from First Bank? Can the bank confirm or deny this?
“Especially under BOFIA, which prohibits banks from securing loans on their own shares. Prudential guidelines also restrict credit to single or related borrowers.”
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The editors said First HoldCo must comply with CBN regulations and FCCPC rules, which they claim the transaction has not met.
Rather than “intimidate the press and bully its practitioners,” the group asked First HoldCo to provide full disclosure in line with Nigerian law to maintain market confidence.
“This is especially important at a time when the CBN has taken steps to restore market orthodoxy and end forbearance,” the media firms said.
“Finally, FirstHoldCo refers to an unrelated transaction by a related entity, General Hydrocarbons Ltd, falsely claiming it is being owed.
“First Bank used GHL assets to secure a $400 million loan from AMCON, has not repaid it, and has not met its commitments to GHL.”
The groups said the financial firm lost three cases in the federal high court to GHL before justices Alagoa, Dipeolu, and Obile, adding that the matter is now in arbitration.