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If Capital is the Answer, What Exactly is the Problem with First Holdco

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By Blaise Udunze

The Olayemi Cardoso-led Central Bank of Nigeria’s 24-month compliance timeline for the recapitalization of Nigeria’s banking system is about to conclude on March 31, 2026, which is framed as an unavoidable solution to systemic fragility, weak balance sheets, and the demands of a larger, more complex economy. Bigger capital, regulators argue, will produce stronger banks.

If Capital is the Answer, What Exactly is the Problem with First Holdco?

Though First Bank may have met the CBN’s N500 billion minimum requirement, the latest financials from Femi Otedola-led First HoldCo Plc, which is the parent of Nigeria’s oldest commercial bank, offer a sobering counterpoint, revealing that capital alone cannot cure structural weakness, governance failure, or deep-rooted risk management flaws. If capital is the answer, what exactly is the problem?

What is truly astonishing to many is that beneath the headline growth in earnings lies a financial institution struggling with collapsing earnings quality, surging credit impairments, volatile fair-value exposures, and rising operating inefficiencies. First HoldCo’s numbers are not merely a company-specific disappointment; they are a mirror reflecting the deeper fault lines within Nigeria’s financial system and a warning that recapitalisation, in its current form, risks becoming another cosmetic reset rather than a genuine reform.

On the surface, the topline appears encouraging. The figures showed that gross earnings rose by 17.1 percent to N2.64 trillion in the nine months to 2025, while interest income surged by over 40 percent to N2.29 trillion. Figuring it out, investors, depositors, and analysts understand that these figures, however, are largely the product of a high-interest-rate environment driven by aggressive monetary tightening. They reflect repricing, not necessarily improved lending quality or superior balance-sheet strength. In an economy under strain, rising interest income often signals the transfer of macroeconomic stress from borrowers to banks, rather than sustainable growth.

This becomes evident once attention shifts from revenues to profitability. The performance disclosed that profit before tax declined by 7.3 percent to N566.5 billion, while profit after tax fell nearly 13 percent to N458 billion. Earnings per share dropped by a steep 27.7 percent, a sharper decline than headline profit suggests, pointing to dilution pressures and reduced value accruing to shareholders. More striking still is the full-year picture, where profit after tax from continuing operations collapsed by about 92 percent, plunging to N52.7 billion from N663.5 billion in the prior year. Such a dramatic fall cannot be explained by temporary volatility; it is the consequence of long-suppressed risks finally surfacing.

The most damaging of these risks is asset quality. The most critical figure is the impairment charges that rose by nearly 69 percent in the nine months to N288.9 billion, and by over 75 percent on a full-year basis to N748 billion, and invariably, these numbers tell a story of borrowers buckling under FX exposure, weak cash flows, and a deteriorating operating environment. They also raise uncomfortable questions about credit underwriting standards, concentration risk, and the effectiveness of internal risk controls in earlier lending cycles. After impairments, much of the benefit from higher interest income evaporated, exposing the fragility of earnings built on stressed credit.

Compounding this weakness was a sharp reversal in fair-value accounting. First HoldCo recorded a net loss of N87 billion on financial instruments measured at fair value, a stark contrast to the N549 billion gain recorded a year earlier. Due to this outcome, larger chunks of shareholders’ value were wiped out because this single swing accounted for a negative variance of over N636 billion year-on-year.

The episode highlights a dangerous dependence on market revaluations and FX-driven gains to prop up earnings, as seen that the moment conditions turn, paper profits vanish just as quickly, raising questions about the transparency, sustainability and economic substance of reported results.

Non-interest income provided little cushion. In the nine months to 2025, it declined by 44.5 percent, falling from N618.7 billion to N343.7 billion. While net fees and commission income rose by about 25 percent, the increase was too small to offset the collapse in other income lines. The result is a revenue base that is narrow, volatile, and overly exposed to market swings. Recapitalising banks without addressing this lack of income diversification simply amplifies vulnerability.

At the same time, operating costs surged. Operating expenses climbed by nearly 40 percent to N942.7 billion, while other operating expenses jumped over 43 percent on a full-year basis. Inflation, FX depreciation, energy costs, and technology spending all played a role, but the deeper issue is efficiency. Costs are rising far faster than sustainable income, eroding margins and weakening internal capital generation at precisely the moment banks are being asked to shore up capital buffers. Injecting fresh capital into institutions with broken cost structures does not resolve inefficiency; it merely postpones the inevitable days.

These financial stresses revive longstanding concerns about governance and risk culture in Nigeria’s banking system. Large impairment charges and valuation reversals do not emerge overnight. They accumulate through years of weak credit governance, excessive sector and obligor concentration, insider-related exposures, inadequate stress testing, and regulatory forbearance. Recapitalisation does not answer the most important questions: who gets credit, how risks are approved, how boards exercise oversight, and whether management is truly accountable. Without reform in these areas, more capital simply provides a thicker cushion for future losses.

Foreign exchange risk remains the system’s most dangerous and least resolved fault line. Currency devaluation inflates asset values and boosts interest income on paper, while simultaneously crushing borrowers with FX-denominated obligations. Banks may book translation or revaluation gains even as credit quality deteriorates beneath the surface. This contradiction fuels earnings volatility and undermines confidence in financial reporting. A stronger capital base does not neutralise FX mismatch risk; only disciplined risk management, credible macro policy, and transparent reporting can.

Perhaps most troubling is what First HoldCo’s results imply about regulatory credibility. Many of the impairments and valuation losses reflect risks that were visible long before they crystallised in the income statement. When losses arrive suddenly and in clusters, concerns from different quarters are raised and markets begin to question whether supervision is proactive or merely reactive. Recapitalisation without restoring trust in regulatory oversight risks being interpreted as an admission that deeper problems remain unaddressed and by extension, this erodes trust in the system and a stronger banking sector must also be a fairer and more accountable one.

Nigeria has travelled this road before. Bigger banks and higher capital thresholds have previously delivered reassuring headlines, only for familiar weaknesses to resurface in new forms. First HoldCo’s numbers demonstrate that capital adequacy, while necessary, is far from sufficient. Without the CBN confronting governance failures, asset quality deterioration, concentration risk, FX exposure, transparency gaps, and weak risk culture, recapitalisation risks will become another exercise in delay rather than reform.

The uncomfortable truth is that real stability requires more than fresh equity. It demands honest loss recognition, credible financial reporting, disciplined credit practices, diversified income streams, and regulators willing to enforce standards consistently. Until these missing pieces are addressed, recapitalisation will remain what it too often has been in Nigeria’s financial history, as a larger buffer for the same old problems, and a temporary comfort masking unresolved fragilities.

Blaise, a journalist and PR professional, writes from Lagos, can be reached via: [email protected]


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E-Financial

FirstCap MD says Payment Security Remains Biggest Barrier to Bankable Gas and Power Projects

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Ukandu E. Ukandu, Managing Director/CEO of FirstCap Limited, a leading investment banking firm and subsidiary of First HoldCo Plc., has reaffirmed that payment security remains the most decisive factor in determining whether gas and power projects in Nigeria secure financing.

He shared this perspective during a panel discussion on project bankability at the 2026 SPE Lagos Energy Week.

Ukandu noted that although several risks influence financing decisions, payment risk consistently emerges as the key barrier to financial close.
“Every major risk matter, but payment risk is the ultimate deal‑breaker. Without strong payment security and disciplined collections, no project can attract sustainable financing,” he said.

He explained that lenders typically evaluate three core risk pillars, payment reliability, foreign‑exchange exposure, and contract enforceability, with payment reliability presenting the greatest challenge across Nigeria’s energy value chain. Persistent collection inefficiencies, rising arrears, and liquidity pressures continue to weaken investor confidence.

To enhance payment security, Ukandu highlighted mechanisms widely used by financiers, including letters of credit, bank guarantees, escrow accounts with payment‑waterfall structures, reserve and sinking funds, sovereign or sub‑sovereign support, and take‑or‑pay offtake agreements.

Addressing foreign exchange risk, he noted that volatility remains difficult to manage, especially for projects with dollar‑denominated costs but naira‑denominated revenues. Lenders typically mitigate this through foreign exchange ‑linked tariff indexation, partial dollarisation for credible industrial offtakers, escrow protections, selective hedging, and foreign exchange reserve buffers.

However, he cautioned that indexation alone seldom eliminates exposure due to regulatory limits and timing delays.

On legal and regulatory certainty, Ukandu stressed the need for contracts that are enforceable and clearly structured, particularly around take‑or‑pay obligations, termination payments, step‑in rights, and dispute‑resolution frameworks. He added that factors such as tariff adjustments, licence changes, and price controls can significantly affect project viability if they are not fully addressed at the contracting stage.

While fiscal incentives such as tax holidays and accelerated depreciation can strengthen project economics, Ukandu emphasised that they cannot compensate for weak fundamentals.
“Incentives make a good project better, but they do not make a weak project bankable. Cash‑flow reliability and disciplined foreign exchange management must come first,” he said. He also noted that naira‑based incentives may lose value if project revenues are not indexed.

He concluded by urging industry players to prioritise revenue security from the earliest stages of project structuring: “Protect returns at the source. Build strong offtake arrangements with solid credit support and currency alignment to ensure cash is received in full and on time.”


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E-Financial

Sterling HoldCo Starts Allotment of Oversubscribed Public Offer Shares

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Sterling Financial Holdings Company Plc (Sterling HoldCo) has begun allotting 12,581,000,000 ordinary shares of 50 kobo each at ₦7.00 per share from its 2025 Public Offer.

Sterling HoldCo Starts Allotment of Oversubscribed Public Offer Shares

Sterling HoldCo

The process follows Central Bank of Nigeria (CBN) and Securities & Exchange Commission (SEC) approvals.

The offer, opened September 15, 2025, drew 18,280 applications for 16.84 billion shares worth ₦117.88 billion—109.79 per cent oversubscribed.

Valid applications from 18,276 shareholders totalled 13.81 billion shares; all compliant applicants receive full allotments.

Refunds for rejects/excess, plus interest, process via RTGS/NIBSS by February 17, 2026, handled by Pace Registrars Limited.

Shares credit to CSCS accounts by the same date; new accounts held in pool pending documentation.

The raise bolsters capital for banking subsidiaries, injects ₦10 billion into SterlingFI Wealth Management to meet SEC rules, and funds credit expansion, innovation, and support for businesses/households.

Strong Financials, Diversified Growth

FY25 interim results show 99 per cent profit before tax growth; gross earnings up 46 per cent to ₦476.5 billion; assets at ₦3.92 trillion; deposits up 18 per cent to ₦2.98 trillion; shareholders’ funds up 39 per cent to ₦424 billion.

Cost-to-income ratio improved to 63 per cent from 72 per cent.

Subsidiaries—Sterling Bank Limited (conventional), The Alternative Bank Limited (non-interest, 150+ branches)—comply with CBN capital rules.

Initiatives include Mata Zalla (women tricycle training) and Plateau agriculture programme.

The offer attracted first-time retail investors, broadening ownership.

Sterling HoldCo welcomes new shareholders, poised for sustained growth and economic impact.


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E-Financial

Ecobank Nigeria Fully Repays $300m Eurobond Notes

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Ecobank Nigeria has announced the successful repayment of the outstanding principal and accrued interest on its original $300 million Eurobond due February 16, 2026, marking a significant milestone in its liability management strategy and overall balance sheet strengthening efforts.

Ecobank Nigeria Fully Repays $300m Eurobond Notes

Following the full repayment of the Eurobond obligations, the Bank stated that it will now focus its funding initiatives primarily on the domestic capital markets. T

his strategic shift reflects growing confidence in Nigeria’s local debt market and aligns with Ecobank Nigeria’s long-term objective of optimising funding costs while deepening its participation in the domestic financial ecosystem.

“Going forward, Ecobank Nigeria will prioritise domestic credit ratings and local debt issuance to achieve its funding objectives,” stated Ogorchukwu Okwechime, Financial Controller, Ecobank Nigeria, in Lagos.

He added that the successful repayment reinforces the Bank’s commitment to maintaining a resilient balance sheet and sustaining investor confidence.

The tender offer was conducted with Renaissance Capital Africa (Renaissance Securities Nigeria Limited) acting as financial adviser and dealer manager, while Sodali & Co Limited served as tender agent.

The notes were originally issued by EBN Finance Company B.V., with limited recourse to the issuer, for the sole purpose of financing the purchase of the US$300 million 7.125 per cent Senior Note due 2026 issued by Ecobank Nigeria.

The transaction underscores Ecobank Nigeria’s proactive approach to liability management, prudent capital planning, and strategic alignment with evolving market conditions.

It further positions the Bank to leverage domestic funding opportunities while maintaining financial flexibility and operational stability.


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