**TrackNews Online**
The merger that created Providus Unity Bank Limited is raising fresh corporate governance and transparency questions after TrackNews uncovered overlapping relationships between the financial advisers involved in the transaction and shareholders of the two banks.
An examination of merger documents and shareholder records shows that several firms involved in advising the banks had existing ownership or corporate relationships with the institutions whose interests they were expected to represent.
Lighthouse Capital Limited, which advised Unity Bank Plc on the merger, held 9.01 per cent of Unity Bank’s shares. Planet Capital Limited, identified in the transaction documents as a significant shareholder of Providus Bank Limited, also advised Unity Bank.
On the Providus Bank side, PAC Capital Limited, described as related to Unity Bank, served as an adviser to Providus. Vetiva also advised Providus despite being a subsidiary of a significant shareholder of the bank.
These overlapping relationships raise questions about potential conflicts of interest, the independence of the advisers and the safeguards put in place to protect the interests of shareholders during the merger.
The Supreme Court sanctioned the merger on June 1, 2026. However, no court or regulator has publicly pronounced on the propriety of the advisory appointments.
**₦75 BILLION PRIVATE PLACEMENT: WHO PROVIDED THE MONEY?**
Beyond the adviser relationships, TrackNews uncovered another significant transparency gap surrounding the ₦75 billion private placement that strengthened Providus Bank’s capital ahead of the merger.
In March 2026, Providus Bank completed a private placement involving 9.375 billion ordinary shares at ₦8 per share, raising ₦75 billion.
The transaction was arranged by Vetiva Capital Management, Cordros Capital and PAC Capital Limited.
Although the amount raised, the share price and the names of the arrangers were reported, the identities of the investors who subscribed to the placement remain undisclosed in the public records reviewed by TrackNews.
No publicly available basis of allotment naming the subscribers has been identified.
This leaves a fundamental question unanswered: who supplied the ₦75 billion that entered the capital structure of a bank now merged with Unity Bank?
The question is particularly significant because two of the three placement arrangers, Vetiva and PAC Capital, also appear in the network of corporate relationships surrounding the merger advisory appointments.
**UNITY BANK’S SHAREHOLDER REGISTER: AN UNIDENTIFIED BENEFICIARY**
TrackNews’ examination of Unity Bank’s reported 2025 shareholder register also raises questions about beneficial ownership.
The register listed the Asset Management Corporation of Nigeria (AMCON) with 34.22 per cent, PanAfrican Capital Nominee with 12.67 per cent and Lighthouse Capital Limited with 9.01 per cent.
However, the PanAfrican Capital Nominee entry does not identify the ultimate beneficiary.
The nominee held 1,480,614,483 Unity Bank shares, but the person or institution for whom those shares were held has not been identified in the public records reviewed by TrackNews.
The connection becomes particularly noteworthy because PAC Capital, which belongs to the same PanAfrican group, advised Providus Bank during the merger.
The relationship raises questions about the beneficial ownership behind the nominee holding and whether the relevant interests were fully disclosed during the transaction.
**PROVIDUS BANK: QUESTIONS OVER TWO MAJOR SHAREHOLDINGS**
The Providus Bank shareholder records reviewed by TrackNews reveal additional ownership entries that deserve regulatory clarification.
Rosa Mystica Energy FZE holds approximately 8 per cent of the bank.
Another substantial block, estimated at between 7.4 and 7.9 per cent, appears under a name rendered differently across the records, with some filings identifying the holder as Maria Katrina and others as Atrina.
The inconsistent spelling makes it difficult to establish the precise identity behind the shareholding from the available public documentation.
TrackNews has not established the ultimate beneficial owners behind these entries.
Taken together, the unidentified beneficiary behind the Unity Bank nominee holding, the ownership of Rosa Mystica Energy FZE and the unresolved identity attached to the Providus shareholding raise important questions about transparency in the ownership structure of the enlarged institution.
**WHAT THE LAW REQUIRES**
Nigeria’s banking and corporate governance framework contains provisions designed to prevent undisclosed interests, improper related-party transactions and the concealment of significant beneficial ownership.
The Central Bank of Nigeria’s Corporate Governance Guidelines require related-party transactions involving banks to be properly disclosed and conducted at arm’s length, with appropriate safeguards against conflicts of interest.
The guidelines also provide for monetary penalties and administrative sanctions against banks and responsible individuals, including suspension of directors in specified circumstances.
Similarly, the Companies and Allied Matters Act 2020 establishes disclosure obligations for persons exercising significant control over companies, including individuals meeting the applicable 5 per cent threshold.
Section 7 of the Banks and Other Financial Institutions Act 2020 also regulates significant shareholding in banks and requires prior written consent from the CBN Governor for relevant acquisitions or transfers. The law provides sanctions for non-compliance.
These provisions make the identification of significant shareholders, beneficial owners and related-party interests particularly important in transactions involving regulated financial institutions.
**REGULATORS FACE QUESTIONS OVER THE TRANSACTION**
The Economic and Financial Crimes Commission has statutory powers under Sections 6 and 7 of its establishing Act to investigate economic and financial crimes, identify persons involved and trace assets connected to suspected offences.
The Central Bank of Nigeria and the Securities and Exchange Commission also have regulatory responsibilities within their respective jurisdictions.
However, TrackNews has not identified any publicly available regulatory findings establishing that the adviser relationships, the identities of the ₦75 billion private placement subscribers or the unresolved nominee and shareholder entries have been examined by the relevant authorities.
The absence of publicly available findings does not establish that no confidential regulatory examination has taken place.
Nevertheless, the questions remain significant.
Who were the ultimate beneficiaries of the major shareholdings? Who subscribed to Providus Bank’s ₦75 billion private placement? Were all relevant relationships between the advisers and the banks fully disclosed? What safeguards were applied to manage potential conflicts of interest?
These are questions that deserve clear answers from the institutions involved and the regulators responsible for protecting the integrity of Nigeria’s banking system.
The merger has received judicial sanction and the enlarged bank has emerged. But the ownership, investment and advisory relationships surrounding the transaction remain matters requiring greater public transparency.
**TRACKNEWS ONLINE – INVESTIGATING THE RECORDS, FOLLOWING THE MONEY.**
