GTCO Secures CBN, SEC Approval for ₦10bn Private Placement to Bolster Capital Base

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Updated: Dec 31, 2025
Credibility: 85%

Guaranty Trust Holding Company Plc (GTCO) has obtained regulatory approvals from 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, signalling a fresh push to strengthen its capital position and support long-term strategic growth.

The financial services group disclosed the development in a notice filed with the Nigerian Exchange Limited (NGX)on Tuesday, confirming that the private placement will involve the allotment of 125 million ordinary shares at ₦80 per share, with each share carrying a nominal value of 50 kobo.

According to the notice, the offer is scheduled to close on December 31, 2025, subject to the fulfilment of all regulatory conditions.

“The board has authorised the company to embark on a private placement to raise ₦10bn by the allotment of 125 million ordinary shares of 50 kobo each,” GTCO said in a statement signed by its Group General Counsel, Erhi Obebeduo.

Regulatory Backing and Legal Basis

GTCO explained that the transaction is being carried out in line with Section 7.1 of the Guidelines for Licensing and Regulation of Financial Holding Companies in Nigeria, underscoring compliance with existing regulatory frameworks governing capital raising by financial holding companies.

The private placement also flows from a shareholders’ resolution passed at the company’s 2024 Annual General Meeting, which authorised the board to establish a broad capital-raising programme of up to $750 million or its equivalent. The resolution allows the company to raise funds through multiple instruments and methods, including private placements, public offers, and other approved mechanisms.

Capital Strengthening After Banking Milestone

The move comes shortly after GTCO’s flagship banking subsidiary, Guaranty Trust Bank Limited, exceeded the CBN’s newly revised minimum capital requirement for commercial banks with international authorisation. The bank’s capital recently rose to ₦504.04 billion, placing it comfortably above the regulatory threshold.

Market analysts view the holding company’s private placement as a proactive step to further consolidate its balance sheet at the group level, even after the bank subsidiary met regulatory capital benchmarks.

Not Underwritten, Targeted Placement

GTCO clarified that the private placement will not be underwritten, noting that professional advisers engaged for the transaction will use their “reasonable endeavours” to source suitable placees for the shares.

“The professional parties involved will use their respective reasonable endeavours to procure a placee for the private placement shares. The Private Placement is not being underwritten,” the company stated.

Strategic Objectives

According to the board, the capital raise is designed to strengthen the holding company’s capital base, enhance financial flexibility, and support GTCO’s ongoing strategic initiatives across its banking, payments, asset management, and non-bank subsidiaries.

The development comes amid a broader wave of capital-raising activities in Nigeria’s financial sector, as lenders and financial groups reposition to meet stricter regulatory requirements, fund expansion, and navigate a challenging macroeconomic environment.