Banking
Zenith Bank Shareholders Approve Holdco Structure Transition
By Aduragbemi Omiyale
The plan by Zenith Bank Plc to transition into a holding company, Zenith Bank Holding Company Plc, was on Friday, April 26, 2024, approved by shareholders at a court-ordered Extraordinary General Meeting (EGM) in Lagos.
The shareholders also authorised the board to delist the shares of Zenith Bank and the Existing GDRs from the Nigerian Exchange (NGX) Limited and the London Stock Exchange (LSE), respectively, as well as re-register the bank as a private limited company under CAMA Act 2020.
In addition, they approved that all of the shares held by the nominees of the bank in Zenpay Limited, a direct subsidiary of the HoldCo, together with all rights and liabilities attached to such shares, be transferred to the HoldCo.
In accordance with the Scheme of Arrangement dated March 28, 2024, pursuant to Section 715 of the Companies and Allied Matters Act (CAMA), 2020 between the bank and the holders of the fully paid ordinary shares of 50 Kobo each in the Bank, the shareholders voted to transfer 31,396,493,787 ordinary shares of 50 Kobo each held in the issued and paid-up share capital of Zenith Bank Plc to Zenith Bank Holding Company Plc in exchange for the allotment of 31,396,493,787 ordinary shares of 50 Kobo each in the share capital of the HoldCo in the same proportion to their shareholding in the bank.
Similarly, the shareholders approved that each Existing GDR Holder receive, as consideration for each existing GDR held, one new HoldCo GDR.
In his remarks during the EGM, the Chairman of Zenith Bank Plc, Mr Jim Ovia, thanked the shareholders for their unwavering commitment, which has been instrumental in the bank’s outstanding performance over the years.
He expressed his delight at witnessing the transition of the bank to a holding company, which is anticipated to position it advantageously for exploring emerging opportunities in the fintech space while bolstering its digital and retail banking initiatives.
Also speaking during the EGM, the chief executive of Zenith Bank, Mr Ebenezer Onyeagwu, expressed his optimism about the bank’s growth trajectory in the coming years as it transitions into a holding company structure.
“The HoldCo structure presents an opportunity for us to unlock value for shareholders in terms of opportunity in other sectors beyond banking.
“The first part is fintech, where we have already received the approval and the license from the Central
Bank of Nigeria (CBN), which we are launching soon. It is going to be focusing on an area that we know has not been touched on by anyone. So it is more like us finding an open wide space where we can begin to operate, and with a HoldCo, what that means is that we have an opportunity to diversify our investment.
“We can begin to look at other business verticals that were restrained by the kind of authorisation we have. So, it presents a big opportunity for us to have a wider lens and scope in terms of what we can do.
“It will also position us to think of opportunities beyond Africa. We will be looking at key business verticals that have the potential to enable us to create value for shareholders.”
On the recapitalisation plan of the bank, Mr Onyeagwu stated that the bank is on course to receive the needed shareholder’s approval in the forthcoming Annual General Meeting (AGM) slated for May 8, 2024, which will kick-start its capital raising effort in line with the Central Bank of Nigeria (CBN) directive.
He expressed confidence in the Bank’s ability to raise the stipulated capital, stating that amongst its peers in the industry, Zenith Bank was expected to raise the least amount due to its already robust capital base.
By Adedapo Adesanya
First Holdco Plc has commenced a public offer to raise about N1.4 trillion (approximately $1 billion) after securing approval from the Central Bank of Nigeria (CBN).
The offer, which opened on Monday, involves the sale of 10.4 billion ordinary shares, according to the chief executive of its banking subsidiary, First Bank of Nigeria Limited, Mr Olusegun Alebiosu.
The capital raise follows the company’s earlier plan to transfer about a quarter of its shares to RC Investment Management Ltd., which served as a bridge holder after Barbican Capital Limited exited its investment in the lender amid a prolonged ownership and leadership dispute.
First Holdco had previously indicated that the shares would eventually be offered to the investing public once the necessary regulatory approvals were obtained.
Speaking in an interview with Bloomberg, Mr Alebiosu said proceeds from the offer would strengthen the capital base of First Bank and support the holding company’s expansion strategy.
According to him, the group intends to diversify beyond banking by establishing an insurance underwriting business and a fintech services company.
“The sale is starting today — the reality here is that I am not sure it will stay more than one week based on the pressure we are getting,” Mr Alebiosu said, expressing confidence in strong investor demand.
Investors appeared to respond positively to the announcement, with First HoldCo’s shares climbing as much as 5.9 per cent to a record high during trading on Monday before easing to a 3.1 per cent gain at N133.60 by early afternoon in Lagos.
The lender has been one of the best-performing banking stocks on the Nigerian Exchange (NGX) Limited over the past year, with its share price rising more than fourfold since July 2025, when Barbican Capital’s stake was transferred to RC Investment Management.
The fresh capital injection comes as its largest shareholder, Mr Femi Otedola, continues to strengthen his stake in Nigeria’s oldest bank. With the billionaire holding around a 26 per cent stake in the company, analysts say he has his eyes set on full control once his equity crosses the 30 per cent mark.
By Adedapo Adesanya
One of Nigeria’s top digital banks, PalmPay, has appointed a former executive of the Nigeria Inter-Bank Settlement System (NIBSS), Mr Samuel Oluyemi, as its chief operating officer.
In his new role, Mr Oluyemi will oversee the financial technology company’s operations in Nigeria, where it offers a broad range of digital financial services to individuals and businesses.
Mr Oluyemi will also engage with regulators to ensure the company’s expansion aligns with Nigeria’s financial, digital and social inclusion objectives.
Prior to joining the company, Mr Oluyemi spent more than two decades at NIBSS, where he served as business development lead.
During his tenure, he drove the development of several critical payment infrastructure projects, including the digital validation of Nigerian international passports, e-Dividend Mandate Management System (e-DMMS), and the Electronic Pensions Contribution Collection System (EPCCOS).
Also, he played a key role in the introduction and early adoption of the NIBSS Instant Payment (NIP) platform, Nigeria’s first real-time interbank transfer system launched in 2011, and later supported its extension to other financial institutions.
Mr Oluyemi obtained a master’s degree in Monetary Economics from the University of Ibadan and has participated in several local and international professional training programmes.
Commenting on the appointment, Managing Director of PalmPay Nigeria, Mr Chika Nwosu, said that the company was strengthening its leadership team to support its longterm vision.
By Adedapo Adesanya
Africa’s most valuable fintech, Flutterwave, has signalled that its long-anticipated initial public offering (IPO) remains firmly on the back burner as the company intensifies efforts to transform itself into a licensed financial institution across the continent.
The firm’s chief executive, Mr Olugbenga Agboola, said the firm is focused on building sustainable profitability, diversifying its revenue streams and expanding its banking footprint before considering a stock market listing.
Speaking to The Africa Report, Mr Agboola described an IPO as a future financing milestone rather than an immediate strategic objective.
“An IPO is a financing event, not a strategy,” he said. “We are not holding any pressure to go public. This gives us the flexibility to be patient and ensure when we do list, we’re doing so from a position of strength.”
The comments come as Flutterwave embarks on an acquisition-led expansion strategy aimed at securing banking licences and deeper regulatory access across Africa.
Mr Agboola revealed that the company is currently in the process of acquiring a bank in East Africa, though he declined to disclose the institution or country involved.
The planned acquisition is expected to provide Flutterwave with an established customer base, existing banking infrastructure and regulatory approvals, significantly shortening the time required to enter new financial services markets.
According to Mr Agboola, the company’s expansion priorities include Kenya, Ghana, Rwanda, Tanzania, South Africa and Egypt, while the Democratic Republic of Congo and Ethiopia remain under consideration for future growth.
Rather than building banks from scratch in every market, Flutterwave intends to adopt a mix of acquisitions, licences and strategic partnerships depending on local regulatory conditions.
“The vision is not to form a bank in every country but to ensure that every African business has access to more than financial services,” Mr Agboola said in the interview.
The banking push follows recent regulatory and corporate developments, including the Central Bank of Nigeria’s approval of Flutterwave’s banking licence and the acquisition of open banking startup Mono.
Together, the moves underscore a broader strategy to expand beyond payments and establish new revenue streams in lending, liquidity management and business banking services.
Flutterwave plans to focus on institutional deposits from businesses already using its platform rather than competing aggressively for retail deposits.
The company intends to leverage transaction data from its payments network to provide short-term working capital, merchant financing, invoice discounting and trade finance products for small and medium-sized enterprises.
Mr Agboola disclosed that the bulk of the capital earmarked for banking operations will be directed toward credit support and liquidity buffers, with additional allocations for lending and banking infrastructure.
The strategy reflects a growing trend among African fintech firms seeking banking licences to reduce dependence on traditional financial institutions and gain greater control over settlement, liquidity management and product development.
Despite speculation about a near-term public listing, Mr Agboola maintained that Flutterwave’s immediate focus remains execution and growth.
He noted that the company will only consider an IPO after achieving stronger profitability and establishing scale across its payments, banking and remittance businesses.
In February 2025, he told Bloomberg that Flutterwave would only pursue a public offering after becoming profitable. He also stated in late 2024 that the company was “not in the IPO race.”
Founded in 2016, Flutterwave has processed more than one billion transactions valued at over $40 billion across 35 African countries. The company recently secured fresh funding that lifted its valuation to $3.3 billion, with American blockchain firm Ripple leading the investment round.
For now, however, Flutterwave appears more interested in building the foundations of a pan-African financial institution than rushing to the public markets, positioning banking expansion as the next phase of its growth story while keeping an eventual IPO firmly on the long-term horizon.
