FCMB Group Plc has clarified that its decision to increase the limit of its capital-raising authority from N340 billion to N400 billion is not an attempt to initiate a new fundraising round but a regulatory compliance measure necessitated by a recent circular issued by the Central Bank of Nigeria (CBN).
The clarification follows an addendum released by the company on November 21, 2025, amending Resolution 1 of its Extraordinary General Meeting (EGM) notice published on November 15 which Nairametrics also reported.
In the addendum, the Company Secretary, Mrs. Olufunmilayo Adedibu, stated: “Please note that this resolution supersedes Resolution 1 in the earlier published notice of extraordinary general meeting,” adding that the Group is merely adjusting its capital-raise ceiling to reflect revised regulatory expectations communicated by the apex bank.
The amended resolution authorises the Board to increase the company’s capital-raise limit to N400 billion, or its equivalent in any other currency, through the issuance of shares, notes, bonds or other capital instruments, locally or internationally, as the Board deems appropriate and subject to regulatory approvals.
CBN circular triggers industry-wide adjustments
Nairametrics understands that FCMB’s announcement is directly linked to the CBN’s November 14 circular, which clarified that minimum paid-up capital for Financial Holding Companies must be computed strictly as the total of issued share capital and share premium.
- The clarification has unsettled several banks and HoldCos, contributing to delays in the release of half-year and nine-month earnings as institutions reconciled their capital positions under the new interpretation.
- Prior to the circular, some institutions treated minimum capital as only paid-up share capital, while others included retained earnings and various reserves.
The new definition removed these flexibilities, instantly raising questions about compliance for some HoldCos, including their ability to pay dividends.
FCMB explains the impact on its structure
In its clarification notice, FCMB said the CBN’s revised definition affected its capital computation because earlier plans to divest minority stakes in two subsidiaries would have reduced its paid-up capital below the aggregate capital of those subsidiaries.
- Falling below this threshold would have triggered dividend restrictions under Section 7.1 of the CBN’s Guidelines for Financial Holding Companies.
- The Group stated that the adjustment to N400 billion is therefore “an absorption mechanism” to take in additional capital already raised in its 2025 public offer, which has closed and is now awaiting CBN capital verification, SEC approval and NGX listing.
According to the company, the change does not introduce new fundraising but ensures the Group remains fully compliant and able to continue paying dividends.
Three-phase recapitalisation plan remains intact
FCMB stressed that its broader recapitalisation strategy has not changed. The Group said its three-phase plan—which included the 2024 public offer and convertible issue, the ongoing restructuring of minority stakes in two subsidiaries, and the 2025 public offer—remains on course.
Completion of the recapitalisation is designed to ensure that FCMB’s banking subsidiary meets the CBN’s N500 billion minimum capital requirement for international banks.
The Group noted that the only adjustment relates to the scale of minority divestments, which may now be reduced to avoid breaching the CBN’s revised paid-up capital threshold.
“No dilution of shareholder value,” FCMB says
FCMB also moved to reassure shareholders that the expanded capital-raise ceiling does not dilute their value.
The Group referenced its earnings guidance, indicating that earnings per share are projected to rise from N1.85 in 2024 to N4.60 by 2026, supported by strong returns on equity despite an enlarged capital base.
“This adjustment still remains value-accretive. Earnings Per Share (EPS) are projected to grow by a 58% CAGR from 2024 to 2026, increasing from N1.85 to N4.60.”
The Group said the adjustment ensures regulatory compliance without undermining its growth trajectory.
“Our performance outlook remains very strong even with this enlarged capital base,” the Group stated in the clarification document, emphasising that the N400 billion ceiling merely positions the Board to absorb excess subscriptions from the 2025 offer and maintain dividend continuity.
What you should know
The FCMB development could be the first of several similar disclosures as other HoldCos adjust their capital structures in response to the CBN’s directive.
- With the apex bank intensifying supervision ahead of the ongoing recapitalisation programme, banks are now aligning their capital reporting with the stricter definition to avoid dividend restrictions and regulatory sanctions.
- Nairametrics understands the sector will see more adjustments in the coming weeks as institutions finalise their 2025 financial statements under the new rules.
