Access Holdings PLC Explains New ₦40bn Capital Raise and Dividend Impact

Access Holdings PLC has released an explanatory note to their Shareholders on the resolutions to be considered at their Extraordinary Meeting scheduled to hold on December 18, 2025, where they would be considering raising additional capital through Private Placement of 1.975 billion ordinary shares at ₦20.25 per share. In a recent article we had outlined this plan as announced by the company, and concerns expressed by shareholders regarding the exercise, especially as Access Holdings was one of the first commercial banks to meet up with the new minimum Capital base requirement of ₦500 billion set by the CBN ahead of the 2026 deadline through a rights issue done between July and August 2024, where they raised over ₦350 billion with the offer priced at ₦19.75 per share, which took up their shares outstanding to over 53 billion shares. 

The Notice of Extraordinary General Meeting which was published on the NGX on the 27th of November, 2025 outlined that the company will be raising an additional capital of up to ₦40 billion or such other amount or their equivalent in foreign currencies as the Board of Directors may determine, through a private placement. They also proposed to increase the share capital of the company from ₦26.658 billion consisting of  53.3 billion ordinary shares to ₦27.646 billion consisting of 55.29 billion by the creation of over 1.975 billion additional shares.

In their explanation, the company noted that the Central Bank of Nigeria had on November 14, 2025 written to all Financial Holding Companies in Nigeria (of which Access Holdings is one) to provide clarity on guidelines on the computation of minimum paid-up capital by Financial Holding companies to address divergent interpretations. 

Section 7.1 of the Guidelines states that: "A Financial Holding Company shall have a minimum paid-up capital which shall exceed the sum of the minimum paid-up capital of all its subsidiaries, as may be prescribed from time to time by the sector regulators." The CBN clarified that minimum paid-up capital shall comprise of the aggregate of the par value of issued shares and any share premium arising from their issuance.

Section 7.2 (iii) of the Guidelines further provides that: "A Financial Holding Company shall not pay dividend on its shares except it has complied with any capital ratio requirements as stipulated in Sections 3.5.3 and 7.1 of the CBN Guidelines". 

Access Holdings therefore clarified that "considering the above and having assessed the Company's paid up capital vis-a-vis CBN's clarification, the Board identified a gap of ₦18.66 billion in the Company's paid-up capital compared to the aggregate paid up capital of its subsidiaries. The Board also determined the need for the Company to maintain reasonable capital buffer to support the capitalization of other subsidiaries in line with the emergent regulatory directives and enhance its overall capital adequacy and resilience." In order to comply with the CBN Guidelines by December 31, 2025, the company's Board concluded that the most appropriate option available to the company towards the capital raise before the deadline is through a Private Placement of ordinary shares, which would also position the company for dividend payments in compliance with the CBN Guidelines.

In essence, if the company is successful with the proposed Private Placement, it will 

• meet the relevant CBN Guidelines on minimum paid-up capital for a financial holding company 
• avoid constraints on the payment of dividends (recall that the company did not declare an interim dividend for H1, 2025, which was disappointing to shareholders. Refer to this article)
• have increased capital flexibility to address new regulatory capital requirements affecting its subsidiaries
• strengthen its overall financial stability and resilience. 

While the explanation from the company answers some pertinent questions on the mind of shareholders and investors, some other questions outlined below still need answers, and hopefully real shareholders (not recurrent Shareholder Associations' faces) would ask these questions and demand answers in the Extraordinary General Meeting on December 18. 

• When will the bank begin to sweat its assets and capital  optimally and begin to give adequate return on assets and capital to investors?
• Why is it that while other top tier Nigerian Banks are tactical in the way that they raise capital to reduce dilution of existing shareholders, Access Holdings doe not seem to consider that, but rather seems to be delighted at bloating their outstanding shares, which continues to water down returns per share especially in the near term and impact share price appreciation? For instance, why price this private placement at ₦20.25, when Access Holdings shares at a time this year had traded circa ₦27?

The company has much more to do to align with shareholders interests, and to inspire confidence to investors in its potentials and strategy.

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