Strong Capital Strategy: GTCO Gets CBN, SEC Approval for ₦10bn Private Placement

 Guaranty Trust Holding Company Plc (GTCO) has secured regulatory approvals from the Central Bank of Nigeria (CBN) and the Securities and Exchange Commission (SEC) to proceed with a ₦10 billion private placement of its ordinary shares, a move analysts say reinforces the Group’s financial resilience and long-term growth ambitions.
The approval clears the way for GTCO to strengthen its holding company capital base, in line with Section 7.1 of the CBN Guidelines for the Licensing and Regulation of Financial Holding Companies (FHCs) in Nigeria. The transaction remains subject to the fulfilment of applicable conditions precedent and final regulatory requirements.
GTCO had earlier announced on August 29, 2025, that its banking subsidiary, Guaranty Trust Bank Limited, had surpassed the new CBN minimum capital requirement for commercial banks with international authorisation. The bank’s capital base now stands at ₦504.04 billion, placing it comfortably above the regulatory threshold.

According to the Group, the ₦10 billion private placement is therefore not intended to shore up the bank’s balance sheet but is being raised strictly to meet capital requirements at the holding company level, following the evolution of GTCO into a fully diversified financial services group.

The private placement is backed by a shareholders’ resolution passed at the Company’s Annual General Meeting on May 9, 2024. At the AGM, shareholders authorised the Board to establish a capital-raising programme of up to US$750 million or its equivalent through the issuance of ordinary shares, preference shares, convertible or non-convertible bonds, or other financial instruments. The mandate allows the Board to raise capital through public offers, private placements, rights issues, book-building, or a combination of methods.

Pursuant to this authority, the Board has approved the allotment of up to 125 million ordinary shares of 50 kobo each at an issue price of ₦80 per share. The transaction is structured as a best-efforts private placement, with gross proceeds of up to ₦10 billion expected.

The offer is scheduled to close on December 31, 2025, subject to the receipt of all outstanding approvals.
Experts React
Reacting to the development, economist Celestine Ukpong described the move as a signal of prudence and regulatory foresight.
“GTCO is clearly separating bank capital adequacy from holding company capital strength, which is exactly what the CBN’s financial holding company framework intends to achieve,” Ukpong said. “By proactively raising capital at the holding company level, GTCO is reducing regulatory risk and positioning itself to support its non-bank subsidiaries without over-stretching the bank.”
Ukpong added that the relatively modest size of the raise suggests confidence in the Group’s earnings capacity. “A ₦10 billion placement is not a distress signal; it’s a fine-tuning exercise within a much larger balance sheet,” he noted.

On his part, Peter Adebayo, FCA, said the private placement reflects disciplined capital planning and should be well received by sophisticated investors.
“From a financial reporting and governance perspective, this transaction improves transparency in capital allocation across the GTCO structure,” Adebayo said. “It strengthens the holding company’s net asset position while preserving the bank’s strong capital buffers, which is reassuring for shareholders, regulators, and counterparties.”
He added that pricing the shares at ₦80 aligns with GTCO’s long-term value proposition. “For institutional investors, this is about participating in a well-governed financial services group with diversified income streams, not just a traditional bank,” Adebayo explained.

Strategic Positioning
Market watchers believe the capital raise will enhance GTCO’s flexibility to support growth across its banking, payments, asset management, pension, and other financial services businesses, while maintaining strict compliance with evolving regulatory standards.

GTCO secures CBN and SEC approval to raise ₦10bn through a private placement. Economists Celestine Ukpong and Peter Adebayo FCA analyse what the capital raise means for investors and Nigeria’s financial sector.