Guaranty Trust Holding Company Plc (GTCO) has received official approvals from both the Central Bank of Nigeria (CBN) and the Securities and Exchange Commission (SEC) to raise ₦10 billion through a private placement of its ordinary shares, the company announced in a statement. The regulatory clearance is subject to the fulfilment of all applicable conditions precedent and regulatory requirements before the transaction can be completed.
In the statement signed by GTCO’s Group General Counsel and Company Secretary, Erhi Obebeduo, the firm explained that this capital raise is being conducted pursuant to Section 7.1 of the Guidelines for Licensing and Regulation of Financial Holding Companies (FHCs) in Nigeria, which relates to the computation and maintenance of capital for holding companies. It is not being driven by any shortfall at its banking subsidiary, Guaranty Trust Bank Limited, which has already exceeded the CBN’s minimum capital requirement for commercial banks with international authorisation after increasing its capital base significantly earlier in the year.
“This private placement in the sum of ₦10 billion is therefore only being raised pursuant to Section 7.1 of the Guidelines for Licensing and Regulation of Financial Holding Companies (FHCs) in Nigeria regarding the computation of the capital of FHCs,” the company said in its release.
The initiative follows a shareholders’ resolution passed at the Annual General Meeting held on May 9, 2024, which authorised GTCO’s Board to establish a broad capital-raising programme of up to $750 million (or its equivalent). That mandate allows for a range of financing instruments, including ordinary shares, preference shares, convertible and non-convertible bonds, rights issues, and other methods, to be deployed in tranches on terms determined by the Board.
Under the current private placement plan, the Board has approved the allotment of 125,000,000 ordinary shares of 50 kobo each, offered at ₦80 per share to raise gross proceeds of up to ₦10 billion. The offering is structured on a best-efforts basis and is not underwritten, with professional parties mandated to use reasonable endeavours to secure investors for the shares. The transaction is scheduled to close on December 31, 2025, provided all necessary approvals are obtained and conditions met.
GTCO emphasised that the private placement is a strategic effort to strengthen its capital position at the holding company level rather than to remedy any capital deficiency at its banking subsidiary, which has maintained robust capital adequacy well above regulatory minimums. This move reflects a proactive approach to capital management and aligns with industry best practices for financial resilience.
The Board of GTCO overseeing this process includes Chairman A. Oyinlola and Group Chief Executive Officer K. Agbaje, along with other directors guiding the firm’s corporate strategy.
By raising ₦10 billion through this placement, GTCO could enhance its capital buffers, enabling stronger risk absorption and increased lending capacity. This can contribute to improved liquidity and support broader economic activity, especially as Nigeria’s financial sector navigates evolving monetary and regulatory landscapes.
The private placement comes at a time when Nigerian financial institutions are increasingly focused on meeting global standards and strengthening their capital frameworks to support growth, innovation, and resilience against macroeconomic uncertainties.
