Guaranty Trust Holding Company Plc (GTCO) has obtained regulatory clearance from the Central Bank of Nigeria (CBN) and the Securities and Exchange Commission (SEC) to raise N10 billion through a private placement of its ordinary shares, marking another strategic step in strengthening its holding company capital structure.

The approvals, which remain subject to the fulfilment of standard conditions precedent and applicable regulatory requirements, were disclosed in a statement signed by GTCO’s Group General Counsel and Company Secretary, Erhi Obebeduo. According to the Company, the transaction aligns with existing regulatory guidelines governing financial holding companies in Nigeria and is not a response to any capital deficiency at its flagship banking subsidiary.

GTCO emphasised that the proposed capital raise is not driven by any shortfall at Guaranty Trust Bank Limited, which already exceeds the CBN’s minimum capital requirement for commercial banks with international authorisation. The Group recalled that it announced on August 29, 2025, that GTBank had increased its capital base to N504.04 billion, placing it comfortably above the regulatory threshold.

Instead, the Company explained that the N10 billion private placement is being undertaken pursuant to Section 7.1 of the Guidelines for the Licensing and Regulation of Financial Holding Companies (FHCs) in Nigeria, which outlines how capital for holding companies should be computed. In this context, the capital raise is designed to optimise the Group’s structure at the holding company level and ensure continued compliance with evolving regulatory expectations.

The transaction is also anchored on an existing shareholders’ mandate. At its Annual General Meeting held on May 9, 2024, shareholders authorised the Board of Directors to establish a capital-raising programme of up to $750 million, or its naira equivalent, through a mix of instruments and methods. This mandate empowers the Board to issue ordinary shares, preference shares, convertible or non-convertible bonds, or other financial instruments, whether through public offers, private placements, rights issues, book-building processes, or a combination of approaches, in tranches and on terms deemed appropriate.

Pursuant to this authority, the Board has approved a private placement involving the allotment of 125 million ordinary shares of 50 kobo each. The shares are being offered on a best-efforts basis at N80 per share, with gross proceeds of up to N10 billion expected upon successful completion. GTCO noted that the placement is not underwritten, adding that the professional parties involved have committed to using their reasonable endeavours to secure suitable placees for the shares.

The offering is scheduled to close on December 31, 2025, subject to the receipt of all necessary regulatory approvals and the satisfaction of other customary conditions. By opting for a private placement, GTCO is positioning itself to raise targeted capital efficiently while limiting market disruption and execution risk.

Beyond the transaction itself, the capital raise comes against the backdrop of a robust financial performance by the Group. In October, GTCO released its unaudited consolidated and separate financial statements for the period ended September 30, 2025, to both the Nigerian Exchange Group (NGX) and the London Stock Exchange (LSE). The Group reported profit before tax of N900.8 billion, supported by strong growth in core earnings. Interest income rose by 25.6 per cent year-on-year, while fee income expanded by 16.8 per cent, underscoring the resilience of its core banking and non-banking operations.

Although profit before tax reflected a year-on-year decline due to the non-recurrence of significant fair value gains recorded in the prior year, GTCO maintained a solid balance sheet. Total assets closed at N16.7 trillion, while shareholders’ funds stood at N3.3 trillion. Capital adequacy remained exceptionally strong at 36.5 per cent, well above regulatory requirements.

Asset quality indicators also improved, with IFRS 9 Stage 3 loans declining to 3.3 per cent at the Bank level and 4.4 per cent at the Group level by September 2025. Cost of risk moderated significantly to 2.2 per cent from 4.9 per cent at the end of 2024. Meanwhile, the Group’s loan book grew by 16.5 per cent to N3.24 trillion, while deposit liabilities expanded by 16 per cent to N12.06 trillion.

Taken together, the regulatory approvals for the N10 billion private placement and the Group’s strong operating fundamentals reinforce GTCO’s strategic positioning as one of Nigeria’s most resilient and well-capitalised financial services groups, with the flexibility to support growth across its banking and non-banking subsidiaries.