Guaranty Trust Holding Company PLC (GTCO), the parent company of Guaranty Trust Bank Limited, notified the NGX on the 30th of December, 2025 of its intention to raise additional capital through private placement of its ordinary shares, having obtained the approvals of both the Central Bank of Nigeria (CBN) and the Securities and Exchange Commission (SEC). Like Access Holdings PLC, this comes as a surprise to shareholders of GTCO who had thought that the company had completed their capital raise following Central Bank of Nigeria's directive in 2024 to shore up the capital base of Nigerian banks.
Recall that in a previous article, we had written about Access Holdings PLC when they released a notice for an Extraordinary General Meeting in December 2025 to get shareholders approval to raise additional capital of N40 billion in a similar situation.
GTCO was one of the first commercial banks to meet up with the new minimum Capital base requirement of ₦500 billion ahead of the 2026 deadline through a public offer done mid-2024. GTCO launched the public offer for subscription of 9 billion ordinary shares at ₦44.50 aimed to raise ₦400.5 billion mid-2024 which was largely successful. According to the Chief Executive Officer of the Holdco, Segun Agbaje, the equity capital raise was timely and was a significant milestone in their strategic plan to pivot the organization for transformational growth across the Banking businesses in and outside Nigeria, and the non-banking businesses; differentiating it as a leading Financial Services Group in Africa.
GTCO's announcement which was published on the NGX noted that "The company had earlier announced on the 29th of August, 2025, that its banking subsidiary had satisfied and surpassed the new CBN minimum capital requirement for commercial banks with international authorization, having already increased its capital to ₦504 billion." 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."
As we had explained previously in the case of Access Holdings, the Central Bank of Nigeria had on November 14, 2025 written to all Financial Holding Companies in Nigeria (of which GTCO 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".
As a result GTCO's board authorised the Company to embark on a capital raise of N10 billion Naira by the allotment of 125 million ordinary shares at ₦80 per share through a "best efforts private placement". The offering was scheduled to close on the 31st of December, 2025.
So far, the market response has been fair, with the company's share price closing above ₦92 at the close of trading on the 2nd of January. Shareholders, while questioning the discounted private placement offer at ₦80, are still fairly satisfied with the share price appreciation since the last public offer till date, which is over 100%, even as they anticipate a generous dividend as experienced last year.
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