FCMB Group Plc has clarified that its choice to extend the restrict of its capital-raising authority from N340 billion to N400 billion will not be an try to provoke a brand new fundraising spherical however a regulatory compliance measure necessitated by a current round issued by the Central Bank of Nigeria (CBN).
The clarification follows an addendum launched by the corporate on November 21, 2025, amending Decision 1 of its Extraordinary Common Assembly (EGM) discover printed on November 15 which Nairametrics additionally reported.
Within the addendum, the Firm Secretary, Mrs. Olufunmilayo Adedibu, acknowledged: “Please be aware that this decision supersedes Decision 1 within the earlier printed discover of extraordinary common assembly,” including that the Group is merely adjusting its capital-raise ceiling to mirror revised regulatory expectations communicated by the apex {bank}.
The amended decision authorises the Board to extend the corporate’s capital-raise restrict to N400 billion, or its equal in another foreign money, by way of the issuance of shares, notes, bonds or different capital devices, regionally or internationally, because the Board deems acceptable and topic to regulatory approvals.
Nairametrics understands that FCMB’s announcement is straight linked to the CBN’s November 14 round, which clarified that minimal paid-up capital for {Financial} Holding Firms have to be computed strictly as the entire of issued share capital and share premium.
The brand new definition eliminated these flexibilities, immediately elevating questions on compliance for some HoldCos, together with their capability to pay dividends.
In its clarification discover, FCMB stated the CBN’s revised definition affected its capital computation as a result of earlier plans to divest minority stakes in two subsidiaries would have diminished its paid-up capital beneath the combination capital of these subsidiaries.
In response to the corporate, the change doesn’t introduce new fundraising however ensures the Group stays absolutely compliant and in a position to proceed paying dividends.
FCMB careworn that its broader recapitalisation technique has not modified. The Group stated its three-phase plan—which included the 2024 public supply and convertible subject, the continued restructuring of minority stakes in two subsidiaries, and the 2025 public supply—stays on the right track.
Completion of the recapitalisation is designed to make sure that FCMB’s banking subsidiary meets the CBN’s N500 billion minimal capital requirement for worldwide banks.
The Group famous that the one adjustment pertains to the size of minority divestments, which can now be diminished to keep away from breaching the CBN’s revised paid-up capital threshold.
FCMB additionally moved to reassure shareholders that the expanded capital-raise ceiling doesn’t dilute their worth.
The Group referenced its earnings steerage, indicating that earnings per share are projected to rise from N1.85 in 2024 to N4.60 by 2026, supported by sturdy returns on fairness regardless of an enlarged capital base.
“This adjustment nonetheless stays value-accretive. Earnings Per Share (EPS) are projected to develop by a 58% CAGR from 2024 to 2026, growing from N1.85 to N4.60.”
The Group stated the adjustment ensures regulatory compliance with out undermining its development trajectory.
“Our efficiency outlook stays very sturdy even with this enlarged capital base,” the Group acknowledged within the clarification doc, emphasising that the N400 billion ceiling merely positions the Board to soak up extra subscriptions from the 2025 supply and preserve dividend continuity.
The FCMB growth may very well be the primary of a number of comparable disclosures as different HoldCos regulate their capital buildings in response to the CBN’s directive.
