The Central Bank of Nigeria’s June 2026 draft rules on Financial Holding Companies (FHC) will fundamentally change how Nigeria’s tier-one banks report earnings.
The draft mandates two things: 1) Foreign subsidiaries must be held under the HoldCo, not the Nigerian bank, and 2) The HoldCo must own ≥51% of all banking and non-banking subsidiaries.
To see what FY2026 reporting will look like, FY2025 audited results are the best precursor. The 2025 numbers already show a clear “UK + Africa vs Nigeria” split, and they reveal which FUGAZ bank is structurally best positioned for the new HoldCo model.
The 2025 baseline: UK as profit engine
In the FY2025 audited filings only four of the five FUGAZ banks showed their UK licensed status: Access, Zenith, GTCO, and UBA, as data tables in these financial reports left FirstBank’s international line blank or marked as “not disclosed”. Collectively, those UK subsidiaries posted ₦399.2 billion in combined pre-tax profit for the year ended 31 December 2025.
A highly skewed distribution:
- Access Bank UK: ₦288.6 billion PBT. That is 72%+ of all FUGAZ UK profit and a ₦189.7 billion gap to #2.
- Zenith Bank UK: ₦98.9 billion PBT, ₦74.1 billion PAT
- GTBank UK: ₦17.9 billion PBT, down 18.3 percent on the absence of prior-year FX gains.
- UBA UK: Not split out separately, but included in the ₦399.2 billion total.
Outside the UK, all five banks captured their African subsidiaries’ operations. In aggregate, “International” earnings are already material: Access reported that banking subsidiaries contributed 65 percent of Banking PBT in H1 2025, and African + International ops delivered 52 percent of Access Banking PBT for the full year.
UBA, the most pan-African, is estimated at ∼30-32 percent of group PBT from outside Nigeria, with the ‘Rest of Africa’ contributing ~₦120 billion-₦140 billion.
- What changes under the June Draft Rules
Today, most foreign subs sit directly under the Nigerian bank. The draft requires them to be restructured under a HoldCo within 12 months. It also forces ≥51% HoldCo ownership of all subs.
Reporting impact: Instead of “Nigeria vs International” segments inside the bank, FY2026 will show a consolidated HoldCo with distinct buckets: “Nigerian Bank”, “UK Subsidiaries”, “Rest of Africa”, and “Non-Banking”. Intercompany eliminations and dividend flows will sit at HoldCo level.
- Who wins: The 2025 precursor test
Using 2025 as a model, three winners emerge:
Winner #1: Access Holdings
Access is already the most “HoldCo-ready”. It has the largest UK book at ₦288.6 billion PBT, plus material African and non-banking subs: ARM Pensions ₦13.1 billion PBT, Hydrogen Payments +273% PBT growth, and Oxygen X ₦2.2 billion PBT in H1. With 52 percent of banking profit already outside Nigeria, Access will show the cleanest HoldCo diversification on day one.
Its ₦189.7 billion lead over #2 UK peer is structural, not cyclical. Intrinsic value investors should take note of looming upside from Foreign and African re-rating.
Winner #2: UBA
UBA’s advantage is breadth. It is in 19 African countries plus the UK, France, UAE, and the US. While UK numbers are not disclosed, the ‘Rest of Africa’ is estimated at ~₦120 billion – ₦140 billion PBT. The June rules reward geographic diversification under one HoldCo umbrella. UBA’s 30-32 percent international PBT share will translate directly to a larger “HoldCo International” line than Zenith or GTCO.
However, UBA presents an interesting play, despite the underperforming Nigerian arm bulging down with NPL above 10 percent while Access is 2.5 percent. According to Zrost Investment Management; UBA PLC investment @ foreign subsidiaries was about N200 billion but had about N600 billion revenue last year and the investment is worth N2 trillion today while the total worth in NGX by today’s price is about N1.9 trillion. Value investors take note.
Winner #3: Zenith Bank
Zenith UK’s ₦98.9 billion PBT and ₦74.1 billion PAT make it the most efficient UK subsidiary after Access. With ∼18-20 percent of group PBT from abroad, Zenith will present a tight, high-margin international segment. The downside: it has fewer African subs than UBA or Access, so less upside from the Africa re-rating.
Laggards under the new model
GTCO’s GTBank UK fell to ₦17.9 billion and International is ∼15% of group PBT. The HoldCo structure will expose GTCO’s relative underweight to offshore earnings.
FirstHoldCo: Based on the mid-2025 financial report breakdowns which this analysis draws on, First HoldCo’s 2025 foreign subsidiary figures were not publicly disclosed or completely aggregated. This made it look like it did not have a UK subsidiary, and thus leaves us with no numbers to go with. It also makes it appear as if it missed out on the ₦399.2 billion mid-term UK profit pool entirely.
Africa contributes ∼12-14 percent of PBT, and thus could present as the most “Nigeria-dependent” HoldCo at inception.
Conclusion
The June draft does not change the economics of 2025, but it changes the lens. FY2025 shows that Access and UBA win because they already derive the majority of growth and a large share of profit from the UK and Africa. Under HoldCo reporting, that diversification becomes the headline, not a footnote.
For investors, FY2026 reports will look like this: “HoldCo PBT = Nigerian Bank + UK Cluster + Africa Cluster + Non-Bank Cluster”. The 2025 audited results are the template. Banks with scale in the UK and across Africa will report stronger, less Nigeria-correlated earnings, while Nigeria-centric banks will face more scrutiny.
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