FCMB Secures ₦400bn Capital Limit Without Dilution

FCMB Group Plc has clarified that its decision to increase the limit of its capital-raising authority from ₦340 billion to ₦400 billion is not a new fundraising exercise but a regulatory compliance measure necessitated by a circular issued by the Central Bank of Nigeria (CBN) on November 14, 2025.

The circular clarified that minimum paid-up capital for Financial Holding Companies must be computed strictly as the par value of issued shares plus any share premium, removing previous flexibilities that included retained earnings or reserves.

For FCMB, earlier plans to divest minority stakes in two subsidiaries risked lowering its paid-up capital below the required threshold, which could have triggered dividend restrictions under CBN guidelines. The bank has already raised significant capital recently, including ₦147.5 billion from its oversubscribed 2024 public offer, and a ₦23.1 billion mandatory convertible loan converted to equity in September 2025. These efforts are part of a three-phase recapitalisation plan designed to ensure the Group meets CBN’s minimum capital requirement of ₦500 billion for international banks.

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In an addendum to its Extraordinary General Meeting notice, Company Secretary Mrs. Olufunmilayo Adedibu said the amended resolution supersedes the earlier notice and authorises the Board to increase the capital-raise limit to ₦400 billion or its equivalent in any other currency through the issuance of shares, notes, bonds, or other capital instruments, locally or internationally, subject to regulatory approvals. The adjustment is intended to absorb additional capital already raised in the 2025 public offer, which has closed and is awaiting CBN capital verification, SEC approval, and NGX listing.

FCMB emphasised that the broader recapitalisation strategy remains on course, and the adjustment does not introduce shareholder dilution. Earnings per share are projected to rise from ₦1.85 in 2024 to ₦4.60 by 2026, a 58% compound annual growth rate, supported by strong returns on equity despite the enlarged capital base.

Despite this clarification, some shareholders and analysts have raised concerns over the repeated increases in the capital ceiling, which has moved from ₦150 billion to ₦400 billion over the past 18 months. Frequent adjustments, they warn, could lead to over-capitalisation and dilute earnings per share if returns do not scale proportionately.

FCMB’s move reflects the broader impact of the CBN’s circular, which has prompted several banks and HoldCos to reassess their capital structures to remain compliant, maintain dividend continuity, and avoid regulatory sanctions.