By Taiye Olayemi
Lagos, Dec. 30, 2025 (NAN) – In a significant strategic financial move, Guaranty Trust Holding Company Plc (GTCO) has successfully secured the necessary regulatory approvals from the Central Bank of Nigeria (CBN) and the Securities and Exchange Commission (SEC) to proceed with a private placement of its ordinary shares, aiming to raise N10 billion.
This development, announced in a statement on Tuesday, is contingent upon the fulfilment of standard conditions precedent and regulatory requirements. It marks a targeted capital raise distinct from the broader industry-wide recapitalisation drive.
Context: Beyond the Bank-Level Requirement
GTCO clarified a crucial point of context for investors and market observers. The group had previously announced on August 29 that its core banking subsidiary, Guaranty Trust Bank Ltd., had already met and exceeded the CBN’s new minimum capital requirement for commercial banks with international authorisation. The bank’s capital now stands at a robust N504 billion.
Therefore, this N10 billion private placement is not driven by the banking subsidiary’s needs. Instead, it is being raised specifically to comply with Section 7.1 of the Guidelines for Licensing and Regulation of Financial Holding Companies (FHCs) in Nigeria. This regulation dictates how the capital of a Financial Holding Company—the parent entity overseeing multiple financial services subsidiaries—must be computed and maintained. This move strengthens GTCO’s structure at the group level, ensuring its holding company is adequately capitalised to support its diverse portfolio.
Authority and Structure of the Placement
The private placement is being executed under the authority granted by shareholders at the company’s Annual General Meeting on May 9, 2024. The board was empowered to establish a capital raising programme of up to $750 million (or its equivalent in Naira) through various instruments, including ordinary shares, preference shares, and convertible or non-convertible bonds.
The board has now activated a portion of this mandate, authorising a private placement to raise N10 billion through the allotment of 125 million ordinary shares at a price of N80 per share. This “best efforts” placement arrangement indicates that the appointed issuing houses will endeavour to secure subscriptions for the shares but do not guarantee the full N10 billion if investor demand is insufficient.
Strategic Implications and Market Perspective
This targeted capital raise serves multiple strategic purposes. Firstly, it optimises GTCO’s capital structure at the holding company level, providing a buffer for strategic investments, potential acquisitions, or supporting other non-banking subsidiaries within the group. Secondly, by choosing a private placement over a public offering or rights issue, GTCO can move swiftly, targeting specific institutional or high-net-worth investors without the more protracted timeline and public disclosure intensity of a retail offer. The offering is scheduled to close by December 31, 2025.
This move underscores GTCO’s proactive approach to capital management. While its bank is already well-capitalised, the group is taking steps to ensure the entire financial holding company architecture is resilient and positioned for future growth opportunities, setting a precedent for corporate governance and strategic foresight in Nigeria’s financial sector.
n
Edited by Olawunmi Ashafa
