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 raise N10 billion through a private placement of its ordinary shares.
The approval is subject to the fulfilment of applicable conditions precedent and regulatory requirements.
The development was disclosed in a statement issued by GTCO’s Group General Counsel and Company Secretary, Erhi Obebeduo.
What GTCO is saying
GTCO said the capital raise is not driven by any shortfall at its banking subsidiary, Guaranty Trust Bank Limited, which has already exceeded the CBN’s minimum capital requirement for commercial banks with international authorisation.
The Company recalled that it announced on August 29, 2025, that GTBank had increased its capital base to N504,037,107,058.45, surpassing the regulatory threshold.
“This private placement in the sum of N10 billion is therefore only being raised pursuant to Section 7.1 of the Guidelines for Licensing and Regulation of Financial Holding Companies (FHCs) in Nigeria regarding the computation of the capital of FHCs,” the statement said.
Shareholders’ mandate for capital raising programme
The private placement is being undertaken pursuant to a shareholders’ resolution passed at the Company’s Annual General Meeting held on May 9, 2024.
At the meeting, shareholders authorised the Board to establish a capital-raising programme of up to $750 million (or its equivalent) through various instruments.
The mandate allows the issuance of “ordinary shares, preference shares, convertible and/or non-convertible bonds or any other instruments, whether by way of a public offering, private placement, rights issue, book building process or any other method or combination of methods,” in tranches and on terms determined by the Board.
Details of the private placement
Pursuant to this approval, the Board has authorised the Company to proceed with a private placement to raise N10 billion through the allotment of 125,000,000 ordinary shares of 50 kobo each.
Under the arrangement, the Company has entered into a best-efforts private placement to generate gross proceeds of up to N10 billion from the sale of the shares at N80 per share.
“The Offering is scheduled to close on December 31, 2025 (the ‘Closing Date’) and is subject to certain conditions, including, but not limited to, receipt of all necessary approvals,” the statement said.
Placement structure and professional parties
GTCO noted that the private placement is not underwritten.
According to the Company, the professional parties involved have agreed to “use their respective reasonable endeavours to procure a placee for the private placement shares.”
GTCO board composition
The Board of Guaranty Trust Holding Company Plc includes:
- A.Oyinlola– Chairman
- K.Agbaje– Group Chief Executive Officer
- N.Echeozo
- Barau
- H. Lee Bouygues (American)
- I.Adenisi– Executive Director
What you should know
In October, Guaranty Trust Holding Company Plc (“GTCO” or “the Group”) released its Unaudited Consolidated and Separate Financial Statements as of September 30, 2025, to the Nigerian Exchange Group (NGX) and London Stock Exchange (LSE).
- The Group posted profit before tax of N900.8billion on the back of strong performance on the core earnings lines of interest income and fee income, which grew y-o-y by 25.6% and 16.8% respectively.
- The strong core-earning performance continued to narrow the y-o-y dip in PBT to 26%, thereby cushioning the impact of the N523.2bn fair value gains recognised in Q3-2024, which did not recur in Q3-2025.
Group’s total assets and shareholders’ funds closed at N16.7trillion and N3.3trillion, respectively. Capital Adequacy Ratio (CAR) remained very robust and strong, closing at 36.5%. Likewise, asset quality improved as evidenced by IFRS 9 Stage 3 Loans, which closed at 3.3% and 4.4% % at the Bank and Group level in Q3-2025 (Bank 3.5%, Group 5.2% in December 2024).
Cost of Risk (COR) also improved to 2.2% from 4.9% in December 2024. In specific terms, the Group’s loan book (net) grew by 16.5% from N2.79trillion as of December 2024 to N3.24trillion in September 2025. Similarly, deposit liabilities grew by 16.0% from N10.40trillion to N12.06trillion during the same period.
