FCMB Group Plc has issued a formal clarification regarding its recent decision to increase its authorised capital-raise ceiling from N340 billion to N400 billion. According to the institution, the adjustment is not the launch of a fresh capital-raising programme but a regulatory alignment step compelled by a new directive from the Central Bank of Nigeria (CBN). The clarification follows market speculation triggered by an addendum the Group published on November 21, 2025, amending aspects of the Extraordinary General Meeting (EGM) notice earlier released on November 15.
In the updated communication, the Company Secretary, Mrs. Olufunmilayo Adedibu, clarified that the amended resolution replaces the previously published Resolution 1. She explained that the Board’s only intention is to ensure that FCMB’s authorised capital-raise limit reflects the latest regulatory expectations communicated by the apex bank. This means the Group is not seeking additional capital beyond what has already been raised but is ensuring regulatory headroom to properly accommodate funds from its completed 2025 public offer.
Revised Resolution and Regulatory Triggers
The revised authorisation empowers the Board to raise up to N400 billion—or its equivalent in foreign currencies—through any combination of shares, bonds, notes or other capital instruments, executed locally or internationally. This flexibility is subject to relevant regulatory approvals and, according to FCMB, does not represent an expansion of fundraising ambitions but a compliance move.
This adjustment is directly tied to the CBN’s circular issued on November 14, 2025. The circular clarified that for Financial Holding Companies (HoldCos), minimum paid-up capital must now be calculated exclusively as issued share capital plus share premium. Reserves and retained earnings—previously included by some institutions—no longer count toward minimum capital.
The new rule immediately affected several banks and HoldCos, prompting industry-wide reviews of capital positions and contributing to delays in half-year and nine-month earnings reports. Some institutions that had previously believed themselves adequately capitalised suddenly faced compliance gaps, especially regarding dividend payments.
How the New Rule Affects FCMB
FCMB explained that the revised CBN definition impacted its internal capital structure because its ongoing plan to divest minority stakes in two subsidiaries would have reduced its paid-up share capital to a level lower than the combined capital thresholds of those subsidiaries. Falling below this benchmark would trigger the dividend restrictions outlined in Section 7.1 of the CBN’s Guidelines for Financial Holding Companies.
To avoid that scenario, the Group increased the capital-raise ceiling to N400 billion, allowing the Board to absorb the additional capital already generated from the 2025 public offer. The offer has closed and is now awaiting CBN verification, SEC approval and NGX listing. FCMB stressed that this change does not constitute new fundraising but ensures it remains fully compliant and able to maintain dividend payments.
Recapitalisation Strategy Remains Unchanged
FCMB reaffirmed that its three-phase recapitalisation plan is still intact. This plan consists of:
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The 2024 public offer and convertible instrument issuance
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The restructuring and partial divestment of minority stakes in two subsidiaries
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The 2025 public offer, which has now closed
Collectively, these steps are designed to ensure that FCMB’s banking subsidiary meets the CBN’s N500 billion minimum capital requirement for international banks under the ongoing sector recapitalisation programme.
The only modification relates to the scale of the minority-stake divestments, which may now be reduced so the Group does not fall below the revised paid-up capital threshold.
Shareholder Value Will Not Be Diluted, FCMB Assures
Addressing investor concerns, FCMB emphasised that the expanded capital-raise ceiling does not amount to dilution of shareholder value. The Group referenced its performance projections, noting that earnings per share (EPS) are expected to grow sharply—from N1.85 in 2024 to N4.60 by 2026—representing a 58% compound annual growth rate. According to the Group, this demonstrates that even with a larger capital base, the business remains highly profitable and value-accretive.
Broader Sector Implications
Industry analysts expect FCMB’s move to be one of several similar adjustments across Nigeria’s financial sector as institutions realign their capital structures under the CBN’s stricter capital definition. With regulatory scrutiny increasing ahead of the 2025 recapitalisation deadlines, more HoldCos are likely to update their reporting frameworks to avoid dividend restrictions, sanction risks and compliance gaps.
As banks prepare their full-year financials under the new rules, the sector is expected to experience continued disclosures, adjustments and governance reforms in the weeks ahead.
