The 2022 acquisition of Union Bank of Nigeria by Titan Trust Bank is facing renewed scrutiny following allegations that the deal may have been financed using the acquired bank’s own assets.

Documents cited in recent findings suggest that Titan Trust Bank secured a $300 million loan from African Export-Import Bank (Afreximbank) to fund the takeover. However, the reports claim that collateral for the loan included shares, treasury bills, and other assets linked to Union Bank itself.

If confirmed, the arrangement could raise serious regulatory and ethical concerns about how one of Nigeria’s oldest financial institutions changed ownership.

Why It Matters

At the heart of the allegations is a key question: whether the acquisition structure exposed Union Bank and potentially its depositors to financial risk.

Banking regulations in Nigeria typically prohibit the use of borrowed funds to acquire financial institutions without strict safeguards. The reported structure, if proven, could test compliance with rules overseen by the Central Bank of Nigeria (CBN).

By the third quarter of 2025, the loan exposure was said to have risen sharply, reportedly exceeding ₦500 billion due to exchange rate volatility and rising interest costs.

For customers and investors, the implications could include concerns about financial stability, governance standards, and regulatory oversight.

Allegations Around Deal Structure

According to the findings, the loan originally valued at $300 million may have been structured in a way that required Union Bank to service the debt after the acquisition.

This has led to claims that the bank’s own resources, including depositor funds, could have been used to repay the facility.

An audit referenced in the reports allegedly described the arrangement as “unethical financial engineering,” citing concerns over financial reporting practices and the handling of customer funds.

NigeriaUpdates has not independently verified these claims, and the parties involved have yet to publicly respond in detail.

Regulatory Oversight and Leadership Questions

The deal has also drawn attention to the role of regulators at the time, including former CBN Governor Godwin Emefiele.

He is alleged in the reports to have approved or failed to halt, a transaction that may have conflicted with existing banking regulations. There has been no official confirmation of wrongdoing.

In January 2024, following leadership changes at the CBN, the board and management of Union Bank were dissolved. That decision is now being challenged in court, adding a legal dimension to the unfolding situation.

Ownership and Control

Titan Trust Bank, established in 2018, is reportedly backed by investors linked to international business interests, including Rahul Savara and Cornelius Vink.

The ownership structure has drawn attention as analysts examine how a relatively new bank was able to acquire a long-established institution like Union Bank.

Industry Reactions

Financial analysts say the allegations, if substantiated could have wider implications for Nigeria’s banking sector.

Some experts warn that such a structure could undermine investor confidence and highlight gaps in regulatory enforcement. Others caution that conclusions should await official investigations and regulatory findings.

What’s Next

The next phase will likely depend on regulatory reviews, court proceedings, and potential disclosures from the institutions involved.

Observers say clarity from the CBN and other financial authorities will be critical in determining whether any rules were breached and what corrective actions may follow.

The Bigger Picture

Beyond the immediate controversy, the case highlights broader issues of transparency, accountability, and trust in Nigeria’s financial system.

For many Nigerians, the key concern remains simple: who ultimately bore the cost of the acquisition and whether depositors were adequately protected.

Guaranty Trust Holding Company Plc has reported a profit before tax of ₦1.23 trillion for the 2025 financial year, reinforcing its position as one of Nigeria’s most profitable banking groups.

The results, released on Tuesday to the Nigerian Exchange Group and the London Stock Exchange, also show the company declared a record dividend of ₦12.76 per share.

Despite a dip in profit after tax to ₦865.75 billion from ₦1.02 trillion in 2024, the group said its underlying earnings remain strong.

Why it matters

The slight decline in net profit reflects recent changes in Nigeria’s fiscal policies, particularly new taxes on investment securities.

However, analysts say GTCO’s core earnings growth suggests resilience in Nigeria’s banking sector amid tighter regulations and currency shifts.

For investors, the record dividend signals confidence in the group’s long-term profitability and stability.

Strong core earnings drive performance

GTCO’s performance was largely driven by growth in its core income streams.

Interest income rose by 23.2%, while fee income increased by 25.9% year-on-year.

The group noted that its 2024 results were boosted by one-off fair value gains, which did not recur in 2025—making this year’s earnings more reflective of its core operations.

CEO: ‘Resilience and discipline driving growth’

The Group Chief Executive Officer, Segun Agbaje, said the results highlight the company’s strong fundamentals.

“Our 2025 result underscores the resilience and depth of our earnings capacity.

The strength of our underlying earnings, despite a stronger Naira and tighter regulatory parameters, reflects the quality of our franchise and the discipline with which we execute our strategy.”

He added:

“Our record dividend payout this year is not only a reflection of our current profitability but also of our confidence in the Group’s long-term earnings potential.”

Balance sheet remains strong

The group reported total assets of ₦17.8 trillion and shareholders’ funds of ₦3.4 trillion.

Its capital adequacy ratio stood at a strong 43.8%, well above regulatory requirements.

Asset quality also improved, with non-performing loans declining and cost of risk dropping to 2.2% from 4.9% in 2024.

Growth in loans and deposits

GTCO’s lending and deposit base expanded significantly during the year.

Loan book grew by 12.4% to ₦3.13 trillion

Deposits increased by 23.8% to ₦12.87 trillion

This growth reflects increased customer confidence and expansion across its banking and non-banking services.

Industry perspective

Financial analysts say the results underline a broader trend in Nigeria’s banking sector—where lenders are focusing on sustainable income rather than one-off gains.

The strong capital position and improved asset quality also suggest banks are becoming more cautious in risk management amid economic uncertainty.

What’s next

GTCO says it will continue to expand its ecosystem across banking, payments, pension, and asset management services.

The group is also focusing on innovation and digital financial services to drive future growth.

Key Financial Highlights (FY 2025)

Profit Before Tax: ₦1.23 trillion

Profit After Tax: ₦865.75 billion

Total Assets: ₦17.8 trillion

Shareholders’ Funds: ₦3.4 trillion

Capital Adequacy Ratio: 43.8%

Cost-to-Income Ratio: 27.9%

The British Deputy High Commissioner in Lagos, Jonny Baxter, has led a delegation from the UK government’s trade department on a courtesy visit to Fidelity Bank Plc headquarters in Lagos, signalling renewed efforts to deepen economic cooperation between the United Kingdom and Nigeria.

The visit brought together senior representatives from the UK’s Department for Business and Trade (DBT) and top executives of the Nigerian bank, reflecting growing interest in expanding bilateral trade, investment, and financial partnerships.

Why it matters

Nigeria remains one of the UK’s largest trading partners in Africa, with both countries seeking stronger financial and investment ties.

Banks play a key role in facilitating international trade, financing businesses, and supporting investment flows between both economies.

Meetings like this also help align financial institutions with trade initiatives aimed at boosting exports, infrastructure development, and private sector growth.

Who attended the meeting

Among those present during the visit were senior officials from both organisations.

They included Fidelity Bank Managing Director and Chief Executive Officer, Dr Nneka Onyeali-Ikpe, and the British Deputy High Commissioner in Lagos, Jonny Baxter.

Other participants were Executive Director for Risk Management at Fidelity Bank, Kevin Ugwuoke, Country Director for the Department for Business and Trade Nigeria, Mark Smithson, and Deputy Country Director, DBT Nigeria, Morayo Adekunle.

The meeting took place at Fidelity Bank’s head office in Lagos.

Strengthening economic collaboration

While details of the discussions were not made public, diplomatic visits of this nature typically focus on expanding trade support for businesses operating across both countries.

The UK government has recently increased efforts to promote investment in Nigeria’s financial services, technology, and infrastructure sectors.

Financial institutions like Fidelity Bank also play an important role in enabling cross-border payments, trade finance, and support for Nigerian businesses looking to expand internationally.