FCMB Group Plc is seeking shareholder approval to increase its capital-raise limit to N370 billion as the Nigerian lender races to meet the Central Bank of Nigeria’s (CBN) tougher capital rules and accommodate strong investor demand for its ongoing public offer.
The board is asking shareholders to approve the higher ceiling at an Extraordinary General Meeting scheduled for December 8, according to a notice to investors on the Nigerian Exchange.
The virtual meeting will also consider authorizing the acceptance of oversubscriptions from the bank’s 2025 public offer and creating additional shares needed to complete the raise.
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The proposed increase from the existing N340 billion authorization comes as FCMB pushes through the final stages of its multi-year recapitalisation plan. Nigerian banks must comply with new minimum capital thresholds announced by the CBN in March 2024, requiring institutions to shore up buffers by the end of the first quarter of 2026.
FCMB has already raised about N167.7 billion under the first phases of its plan, including N144.6 billion from a 2024 public offer and N23.1 billion from the conversion of a mandatory convertible loan.
The 2025 offer, seeking as much as N160 billion, has attracted “strong demand from investors across different classes,” the company said, prompting the need to accept surplus subscriptions subject to regulatory approval.
Shareholders will vote on resolutions enabling the board to allot new ordinary shares, amend the company’s memorandum of association to reflect the increased share capital, and carry out all regulatory filings needed to complete the transactions. Any newly issued shares will rank pari passu with existing ones.
The lender said the expanded raise will “fully address the capital needs” of its flagship subsidiary, First City Monument Bank Ltd., which operates with an international banking licence and faces one of the highest capital thresholds under the CBN’s recapitalisation directive.
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The meeting will be streamed live, and shareholders may submit questions ahead of December 2, the notice said. The register of members will close from Nov. 28 to Dec. 1.