SEC Sanctions Stanbic IBTC Over GTCO Public Offer Violations

The Securities and Exchange Commission (SEC) has imposed a fine of ₦50.145 million on Stanbic IBTC Capital Limited for regulatory violations linked to Guaranty Trust Holding Company Plc’s (GTCO Plc) public offer of shares. The penalty was disclosed in Stanbic IBTC’s half-year 2025 financial results, which confirmed the fine was issued in its role as Lead Issuing House for the GTCO transaction.

Initial reports from another media outlet had mistakenly quoted the fine as ₦50.1 billion. However, Stanbic IBTC’s published financial statement clarified the correct figure as ₦50.1 million.

According to the SEC, Stanbic IBTC Capital failed to obtain the mandatory “No Objection” approval before deploying digital distribution channels—including internet banking and mobile applications—to receive investor applications during the public offer. This omission constituted a breach of regulatory protocol.

In Nigeria, the SEC requires issuing houses and market operators to secure explicit approval before using electronic platforms for public offers. This includes digital tools such as mobile apps, USSD codes, and internet banking systems. The “No Objection” process ensures that investor protections, disclosures, subscription procedures, and data handling meet regulatory standards and are not compromised by bypassing traditional paper-based systems.

Stanbic IBTC’s use of digital channels without prior approval violated these rules, prompting the Commission’s enforcement action.

The use of electronic offering platforms—commonly referred to as “e-offerings”—has been expanding rapidly in Nigeria. In recent years, the SEC has actively promoted and regulated these platforms. Under its draft guidelines, electronic offerings allow key components of public offers—such as prospectus display, subscription, payment, and allotment—to be conducted via internet, mobile apps, and other digital means.

The Nigerian Exchange Group (NGX) has also introduced NGX Invest, a digital investment platform that has received SEC approval to manage public and rights issues through online processes. NGX Invest aims to streamline primary market transactions and improve access for retail investors, eliminating the need for physical forms, broker visits, and delays.

To further enhance efficiency, the SEC has shortened the approval timeline for public offers to 14 days once complete documentation is submitted. However, the Commission has emphasized that increased digitization must not compromise regulatory compliance.

The requirement for formal approval before deploying digital channels remains a critical safeguard. It is designed to protect investors, ensure transparency, and prevent misuse or inaccurate disclosures in Nigeria’s evolving capital market.