The Securities and Exchange Commission (SEC) has fined Stanbic IBTC Capital Limited, the investment banking subsidiary of Stanbic IBTC Holdings Plc, a total of ₦50.145 million ($34,490) for conducting digital distribution during Guaranty Trust Holding Company Plc’s (GTCO) public offer without obtaining the required regulatory approval.
The fine was initially misreported as ₦50.15 billion in filings on the Nigerian Exchange (NGX) website — a figure that sent shockwaves across the capital market until Stanbic IBTC promptly issued a correction, citing a clerical error in its earlier disclosure.
Stanbic IBTC confirmed the true amount in its H1 2025 financial statement, clarifying that the fine was linked to GTCO’s ₦392.49 billion ($269.71 million) capital raise last year — a key part of the banking sector’s recapitalisation drive ordered by the Central Bank of Nigeria (CBN).
As the lead issuing house for the transaction, Stanbic IBTC employed both physical and digital subscription channels to attract retail investors. However, the use of digital platforms for securities distribution without prior SEC approval violated existing capital market regulations, prompting the fine.
Digital subscription platforms have become an essential part of modern public offers in Nigeria, enabling easier participation by small investors. The MTN Nigeria public offer in 2021 marked the first major use of digital distribution, attracting over 150,000 new investors. Still, regulators continue to stress that technological innovation must not outpace compliance.
According to SEC’s mandate, issuing houses must obtain clearance before launching any offer, regardless of the distribution method.
“An Issuing House requires approval from the Securities and Exchange Commission (SEC) before embarking on a public offer for an issuer, whether it uses traditional or digital channels,” explained Michael Pratt, Investment Banker at Comercio Partners, Lagos.
“This approval is crucial to safeguard investors, uphold market integrity, and ensure transparency in capital market operations.”
Failure to comply may attract hefty penalties or, in extreme cases, licence suspension.
While the Stanbic fine has sparked debate among market operators, experts believe it will not derail Nigeria’s digitalisation push in the capital markets.
“Fines for non-compliance won’t slow down the digital investment drive,” Pratt added. “Instead, it reinforces the need for adherence to SEC guidelines to avoid costly mistakes.”
In 2024, the Nigerian Exchange Group (NGX) launched NGX Invest, a digital platform for public offers and rights issues, after securing SEC’s approval. Major banks like Access Holdings and Fidelity Bank have since adopted the system, underscoring the sector’s pivot toward technology-driven participation.
Stanbic IBTC Holdings Plc has faced a series of regulatory sanctions in recent years, paying ₦113 million ($77,650) in penalties during H1 2025, a 28.9% decline from ₦159 million in the same period of 2024. Across the financial industry, the CBN, SEC, and NGX collectively fined seven banks $10.7 million in 2024, signalling tighter oversight amid ongoing market reforms.
The SEC did not respond to requests for comment as of press time.
Correction Notice (October 3, 2025, 3:40 PM):
An earlier report misstated the fine as ₦50.15 billion, based on initial NGX filings. Stanbic IBTC Capital Limited has clarified that the correct figure is ₦50.145 million, as reflected in its internal audited financials. This version reflects the accurate amount.
Nigeria’s SEC fines Stanbic IBTC Capital ₦50.145 million for using digital channels during GTCO’s public offer without approval. Stanbic clarifies earlier ₦50.15bn NGX filing error.
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