Access Holdings Plc has secured shareholder approval to raise up to N40 billion in fresh equity capital through a private placement.
The lender disclosed in a corporate filing with the Nigerian Exchange (NGX) on Thursday.
The filing, signed by the company secretary and a director, disclosed that the approval was granted at the company’s Extraordinary General Meeting (EGM) held virtually on Thursday, December 18, 2025.
At the virtual EGM, members endorsed a sweeping set of resolutions authorising the board to execute the capital raise, restructure the company’s share capital, and engage selected investors.
What the shareholders approved
At the heart of shareholders’ resolutions is the authorisation for Access Holdings to raise up to N40 billion, or its foreign currency equivalent, via a private placement.
The board was granted broad discretion to determine the final size, structure, timing, and investor mix for the transaction, subject to regulatory approvals.
Under the approved terms, the board is empowered to allot newly created ordinary shares at a price of N20.25 per share, or such other price as it may determine, to one or more investors in tranches.
This pricing framework provides flexibility to align the transaction with prevailing market conditions and strategic investor appetite.
Share capital expansion signals dilution risk
To accommodate the private placement, shareholders approved an increase in the company’s issued share capital from N26.66 billion to N27.65 billion, through the creation of 1.98 billion new ordinary shares of 50 kobo each.
Following the increase, Access Holdings’ total issued shares will rise from about 53.32 billion to 55.29 billion ordinary shares.
The new shares will rank pari passu with existing shares, implying that current shareholders could face dilution, depending on the final size and structure of the capital raise.
However, the board was also authorised to cancel any unallotted shares or further increase the share capital if required to complete the capital-raising programme.
Strategic flexibility for the Board
Beyond approving the capital raise itself, shareholders handed the board extensive powers to negotiate with potential investors, determine valuation and modalities, appoint professional advisers, and execute all necessary agreements and documentation.
The board was also mandated to secure approvals from key regulators, including the Central Bank of Nigeria (CBN), the Securities and Exchange Commission (SEC), and Nigerian Exchange Limited (NGX), reflecting Access Holdings’ status as a licensed financial holding company.
In addition, the company secretary was authorised to file the necessary changes at the Corporate Affairs Commission (CAC), including amendments to the company’s Memorandum and Articles of Association.
Capital strengthening in focus
The move comes at a time when Nigerian financial groups are under increasing pressure to shore up capital buffers amid currency volatility, evolving regulatory thresholds, and rising funding needs across banking, payments, and other non-bank subsidiaries.
By opting for a private placement rather than a broad public offer, Access Holdings appears to be targeting strategic or institutional investors who can provide both capital and long-term stability to its shareholder base.
Shareholders also ratified all steps already taken by the board in connection with the proposed transaction, clearing the final procedural hurdle for the company to proceed with the capital raise.
With the mandate now secured, market attention will shift to the identity of prospective investors, the final amount raised, and how quickly Access Holdings can translate the new capital into balance-sheet resilience and earnings growth.
Backstory
Access Holdings Plc kicked off the year with a major rights issue. It raised N351 billion by issuing millions of new shares and increased its share capitalisation to N600 billion. The capital helped the Tier 1 lender emerge as the first to beat the banking regulator’s N500 billion capitalisation benchmark.
This new capital raising of another N40 billion will see the share capital jump by almost 2 billion after the approved private placement offer.
The Group aims to strengthen its balance sheet to support growth after acquiring several entities in Nigeria and abroad. However, the capital raises have implications of dilution and possible share reconstruction as the bank already has 53.3 billion shares outstanding, the highest in the sector.
