FCMB Group Plc has unveiled plans to raise its capital ceiling from N340 billion to N370 billion as it intensifies efforts to meet the Central Bank of Nigeria’s (CBN) revised capital requirements.
The proposal will be presented to shareholders at an Extraordinary General Meeting (EGM) scheduled for December 8, 2025, according to a corporate filing with the Nigerian Exchange (NGX) on Friday.
The new capital target reflects a strategic recalibration designed to ensure that the Group’s flagship banking subsidiary achieves the minimum capital threshold mandated by the CBN ahead of the March 31, 2026, deadline.
The adjustment follows a series of capital-raising initiatives the Group has launched over the past 18 months. FCMB had secured N144.56 billion from its 2024 public offer, exceeding the N110 billion target, and later resolved to expand its capital raise limit from N150 billion to N340 billion to accommodate investor enthusiasm. The oversubscription underscored strong market confidence in FCMB’s fundamentals and its recapitalisation drive.
Boost from public offers, convertible loans and strong investor demand
In addition to last year’s oversubscribed offer, FCMB also raised US$15 million via a mandatory convertible loan issued to qualified investors. The loan has since been converted into equity, bringing an additional N23.11 billion into the Group’s capital pool.
The bank followed up these efforts with its 2025 Public Offer, launched to raise up to N160 billion. Early indications show that investor appetite has remained robust, prompting FCMB to seek approval to accept oversubscriptions—subject to clearance from the Securities & Exchange Commission (SEC), the Nigerian Exchange Limited (NGX) and the CBN.
According to the Group, the drive to increase the capital ceiling to N370 billion is necessary to accommodate this wave of investor interest and ensure that it efficiently meets the CBN’s new capital adequacy benchmarks. As part of the proposal, FCMB will create additional ordinary shares to deliver on its recapitalisation goals.
Shareholder approval critical as FCMB positions for regulatory compliance
The upcoming EGM will require shareholders to vote on key resolutions, including the expansion of the capital raise limit, approval to absorb oversubscriptions from the 2025 offer, and an increase in the company’s issued share capital.
The virtual meeting will also provide shareholders with the opportunity to engage management in the Group’s recapitalisation strategy and its operational implications.
Market watchers say FCMB’s tactical decisions demonstrate agility in responding to regulatory shifts and strengthening its capital position. Analysts note that the bank’s ability to attract significant investor commitments across consecutive capital-raising rounds signals confidence in its governance structure and long-term strategy.
They add that the proposed capital increase aligns with broader market expectations that Nigerian banks must aggressively scale capital buffers to withstand economic shocks and support stronger credit expansion.
Industry analysts further argue that FCMB’s proactive steps may place it ahead of several competitors also racing to meet the new CBN thresholds. The Group’s composite strategy—spanning public offers, equity conversions, and expanded share issuance—reflects deliberate positioning to deepen resilience and sustain growth momentum.
As regulatory deadlines draw closer, FCMB’s December 8 EGM is set to be one of its most consequential shareholder engagements in recent years. Should shareholders grant approval, the Group will move one step closer to achieving full recapitalization.
