Shareholders of Access Holdings Plc have approved plans for the company to raise up to N40 billion in fresh equity capital, giving the board broad powers to execute a private placement aimed at strengthening the group’s balance sheet and supporting its long-term growth ambitions.
The approval was secured at an Extraordinary General Meeting (EGM) held virtually on Thursday, December 18, 2025, according to a corporate disclosure filed with Nigerian Exchange Limited. The filing, jointly signed by the company secretary and a director, confirmed that shareholders endorsed all resolutions presented at the meeting, clearing the way for another round of capital strengthening at one of Nigeria’s largest financial groups.
At the centre of the resolutions is the authorisation for Access Holdings to raise up to N40 billion, or its equivalent in foreign currency, through a private placement. Shareholders granted the board extensive discretion to determine the final structure, timing, size, and investor mix for the transaction, subject to obtaining the required regulatory approvals.
Under the approved framework, the board has been empowered to allot newly created ordinary shares at a reference price of N20.25 per share, or at such other price as it may deem appropriate, depending on market conditions and investor negotiations. The shares may be issued to one or more investors in tranches, a flexibility that allows the company to optimise pricing and align the capital raise with prevailing market sentiment and strategic priorities.
To accommodate the private placement, shareholders also approved an increase in the company’s issued share capital from N26.66 billion to N27.65 billion. This will be achieved through the creation of approximately 1.98 billion new ordinary shares of 50 kobo each. Once fully issued, Access Holdings’ total outstanding shares will rise from about 53.32 billion to roughly 55.29 billion ordinary shares.
The newly created shares will rank pari passu with existing shares, meaning they will carry the same rights to dividends and voting as those already in issue. While this structure implies potential dilution for existing shareholders, the final impact will depend on the actual size of the placement and how much of the authorised shares are ultimately allotted. The board was also authorised to cancel any unallotted shares or further increase the share capital if necessary to complete the exercise.
Beyond the capital raise itself, shareholders granted the board wide-ranging powers to negotiate with prospective investors, appoint professional advisers, finalise valuation and transaction terms, and execute all agreements required to consummate the deal. This includes securing approvals from key regulators such as the Central Bank of Nigeria, the Securities and Exchange Commission, and the NGX, reflecting Access Holdings’ status as a regulated financial holding company with banking and non-banking subsidiaries.
The company secretary was also mandated to file the necessary post-transaction documentation with the Corporate Affairs Commission, including amendments to the company’s Memorandum and Articles of Association to reflect the enlarged share capital.
The latest capital-raising move comes against the backdrop of heightened capital pressures across Nigeria’s financial services industry. Banks and financial holding companies are facing a combination of currency volatility, evolving regulatory expectations, and rising funding requirements driven by expansion across banking, payments, asset management, and other financial services segments.
By opting for a private placement rather than a broad-based public offer, Access Holdings appears to be targeting strategic or institutional investors capable of providing not just capital, but also long-term stability and potentially strategic value. Such investors could help deepen the quality of the group’s shareholder base while limiting the execution risks often associated with larger public offers.
Shareholders at the EGM also ratified all steps already taken by the board in connection with the proposed transaction, effectively removing the final procedural obstacles to implementation. With the mandate now in hand, attention in the market is expected to shift to the identity of potential investors, the pace of execution, and how the additional capital will be deployed across the group’s operations.
The approval builds on Access Holdings’ aggressive capital-raising efforts earlier in the year. In 2025, the group completed a landmark rights issue that raised N351 billion, lifting its share capitalisation to N600 billion and making it the first Tier 1 banking group to surpass the regulator’s N500 billion capital benchmark. That transaction significantly strengthened the group’s balance sheet and supported its expansion following a series of domestic and international acquisitions.
The proposed N40 billion private placement will further expand the company’s equity base, adding close to two billion shares if fully allotted. While the growing share count raises concerns around dilution and future share restructuring, management views the additional capital as critical to sustaining growth, enhancing resilience, and positioning Access Holdings to compete effectively in an increasingly complex and capital-intensive financial services landscape.
Emmanuel Bassey is a Financial Expert that has worked in the Banking and Finance Industry for over 15+ years across different banks in Nigeria
