Guaranty Trust Holding Company Plc (GTCO) has secured approvals from the Central Bank of Nigeria and the Securities and Exchange Commission to raise N10 billion through a private placement of its ordinary shares.
The approvals are subject to the fulfilment of applicable conditions precedent and regulatory requirements.
The development was disclosed in a statement signed by the Group General Counsel and Company Secretary, Erhi Obebeduo.
GTCO said the capital raise is not connected to any shortfall at its banking subsidiary, Guaranty Trust Bank Limited, which has exceeded the CBN minimum capital requirement for commercial banks with international authorisation.
The company recalled that on August 29, GTBank announced it had increased its capital base to N504,037,107,058.45, above 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.
The private placement is being undertaken based on 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.
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, GTCO 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.
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.”
The board of Guaranty Trust Holding Company Plc includes A. Oyinlola as chairman, K. Agbaje as group chief executive officer, N. Echeozo, Barau, H. Lee Bouygues and I. Adenisi as executive director.
In October, GTCO released its unaudited consolidated and separate financial statements for the period ended September 30, 2025, to the Nigerian Exchange Group and the London Stock Exchange.
The group reported profit before tax of N900.8 billion, driven by interest income and fee income, which grew year on year by 25.6 percent and 16.8 percent respectively.
Total assets and shareholders’ funds stood at N16.7 trillion and N3.3 trillion.
Capital adequacy ratio closed at 36.5 percent.
IFRS 9 Stage 3 loans closed at 3.3 percent at bank level and 4.4 percent at group level in the third quarter of 2025.
Cost of risk improved to 2.2 percent from 4.9 percent in December 2024.
The group’s loan book grew from N2.79 trillion in December 2024 to N3.24 trillion in September 2025, while deposit liabilities increased from N10.40 trillion to N12.06 trillion over the same period.
