Introduction
In March 2024, the Central Bank of Nigeria (CBN) launched a recapitalization policy to bolster the nation’s banking sector, aligning it with Nigeria’s ambitious goal of achieving a $1 trillion economy by 2030. Effective April 1, 2024, this directive mandated banks to meet significantly higher minimum capital requirements within a 24-month compliance window, concluding on March 31, 2026. Internationally authorized commercial banks must achieve ₦500 billion, national banks ₦200 billion, regional and merchant banks ₦50 billion, and national and regional non-interest banks ₦20 billion and ₦10 billion, respectively. This policy, echoing the 2004 consolidation, addresses macroeconomic challenges, including Naira depreciation , inflation, and global economic volatility.
The recapitalization mandate has sparked a sector-wide race to raise capital, with banks employing strategies such as public share offerings, rights issues, private placements, and mergers and acquisitions. This initiative aims to enhance financial resilience, improve liquidity, and enable banks to absorb economic shocks while supporting Nigeria’s economic transformation agenda. The CBN’s directive has intensified competition, compelling banks to balance regulatory compliance with strategic growth in an environment marked by high interest rates and declining consumer confidence. Failure to meet the thresholds risks license downgrades or revocation.
GTCO’s Multi-Track Capital Raising Strategy
Guaranty Trust Holding Company Plc (GTCO), one of Nigeria's leading financial services institution, has responded proactively to the CBN’s directive, targeting the N500 billion threshold for its flagship subsidiary, Guaranty Trust Bank (GTBank). At the time of the recapitalization announcement, GTCO’s minimum capital was approximately ₦136 billion, necessitating a significant capital injection. In June 2024, GTCO announced an up to $750 million multi-currency securities issuance programme to issue various types of securities, or any combination of such securities, in one or more offerings, from time to time, leveraging domestic and international markets.
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Domestically, GTCO aimed to raise ₦400 billion through a public offer of nine billion ordinary shares at ₦44.50 each on the Nigerian Exchange Limited (NGX), launched in July 2024. However, it raised only ₦209 billion, falling short due to what has been alluded to investor caution amid currency volatility and inflation. The funds allocated for recapitalizing GTBank, upgrading core banking infrastructure, expanding into African markets like Senegal, Côte d’Ivoire, Ghana, and Kenya, and diversifying into non-banking services such as payments and pensions.
Equity Offering and Listing on the London Stock Exchange
The Nigerian market was only the first leg of GTCO’s capital plan. On July 4, 2025, the company published a UK FCA-approved prospectus ahead of a secondary listing on the London Stock Exchange’s main market. A cornerstone of GTCO’s strategy is its $105 million (N168 billion at N1,600/$1) equity offering on the London Stock Exchange (LSE), executed through the issuance of 2.29 billion new ordinary shares at $0.0459 each via an accelerated bookbuild targeting institutional investors in the UK, US, and other regions. Launched on July 2, 2025, and set to conclude by July 31, 2025, this offering coincides with GTCO’s admission to the international commercial companies’ secondary listing segment of the FCA’s Official List and the LSE’s Main Market. The LSE listing enhances GTCO’s global visibility, broadens its shareholder base, and facilitates future foreign capital inflows, critical for meeting the CBN’s N500 billion threshold.
Listing on the international commercial companies’ secondary listing segment offers GTCO several advantages. Firstly, it provides access to a deep pool of global institutional investors managing over $4 trillion in assets, who actively monitor LSE-listed securities. Secondly, it ensures greater share liquidity and valuation transparency due to higher trading volumes and enhanced analyst coverage, boosting investor confidence. Thirdly, the segment’s lighter regulatory burden compared to a primary listing enables GTCO to retain operational flexibility while adhering to key governance and disclosure standards expected by international investors.
The $105 million has been billed to primarily recapitalize GTBank, pushing GTCO’s share capital to N508 billion, surpassing the CBN’s requirement. Approximately 5.7% of the proceeds, or $6 million (N9.6 billion), is earmarked for acquisitions in asset management and pension fund administration, aligning with GTCO’s diversification strategy.
Planned Acquisitions and Strategic Diversification
GTCO’s plan includes allocating $6 million from the LSE offering for acquisitions in Nigeria’s asset management and pension fund administration sectors. While specific targets remain undisclosed,this looks like a move by the company’s to evolve from a primarily banking-centric institution into a diversified financial services conglomerate
Competitors are also eyeing the pension and asset management space to diversify revenue. For example, Access Holdings, through its subsidiary Access Pensions Limited, has strengthened its foothold in Nigeria’s over ₦20 trillion pension industry, managing about ₦3 trillion in assets under management (AUM) as of 2024. Access has also pursued strategic acquisitions, such as the 2023 merger of its pension businesses with ARM Pensions, creating one of Nigeria’s largest pension fund administrators.
Implications for the Nigerian Exchange Listing and GDRs
GTCO’s LSE listing complements its primary listing on the NGX.” The dual listing ensures sustained domestic presence while enhancing accessibility for international investors. A key shift involves phasing out GTCO’s Global Depositary Receipts (GDRs) program, which provided offshore investors with indirect exposure to its shares.
Global Depositary Receipts (GDRs) facilitate cross-border investment without direct listings on foreign exchanges. A depositary bank purchases a company’s shares in its home market and issues GDRs, representing ownership, which trade on exchanges. GDR holders receive dividends and may exercise voting rights via the depositary bank, bypassing complexities like currency conversions or foreign regulations. For GTCO, GDRs historically increased share liquidity and broadened investor access, contributing to its $1.5 billion market capitalization in 2024.
GDR Conversion to Direct Shareholdings
For the GDR transition GTCO has implemented a process for GDR holders to convert their holdings into ordinary shares or Depositary Interests (Dis) via the UK’s CREST securities settlement system. Until July 24, 2025, GDR holders can request conversion into Dis, enabling electronic trading within the UK market infrastructure. For those missing the deadline, GTCO will facilitate automatic settlement through CREST to maintain ownership continuity.
Competitor Strategies: Access Holdings, UBA, First Holdings, and Zenith Bank
GTCO’s efforts are part of a competitive landscape, with tier-1 FUGAZ peers Access Holdings, First Holdings (Formerly FBN Holdings, UBA, and Zenith Bank pursuing aggressive strategies to meet the CBN’s ₦500 billion threshold. Access Holdings led the sector, raising ₦351 billion through a rights issue of 17.772 billion shares at ₦19.75 each in August 2024, surpassing the requirement. This success pushed Access Holdings’ share capital to ₦510 billion.
Zenith Bank, starting with a capital base of N270.7 billion, raised ₦350.46 billion through a hybrid rights issue and public offer in September 2024, comprising 5.232 billion shares at N36.00 and 2.767 billion at ₦36.50. Oversubscribed by 160.47%, Zenith’s share capital now stands at N614.65 billion, with funds allocated for African and European expansion and technology upgrades. Its transition to a holding company structure, approved in April 2024, supports diversification into fintech, positioning Zenith to capture digital banking growth.
FBN Holdings is advancing with a ₦350 billion private placement, the next phase of its capital-raising program, following a successful N150 billion rights issue that was 25% oversubscribed, totaling N187.6 billion. This private placement has faced opposition from some shareholders, who view it as a potential backdoor takeover by billionaire Femi Otedola and unnamed associates. These shareholders argue that capital raises should prioritize rights issues to ensure equitable participation for all existing shareholders.
UBA executed a rights issue, a mechanism allowing its existing shareholders to purchase additional shares at the specified price to maintain their proportional ownership. The rights issue was oversubscribed, with applications totaling N251 billion. After verification and approval by the CBN, UBA accepted N240 billion from the rights issue, as this was the maximum allowable under the terms of the offer. This injection increased UBA’s capital base to N355.2 billion.To fully meet the CBN’s N500 billion requirement, UBA plans to raise the remaining N144.8 billion later in 2025 through additional capital-raising initiatives.
Legal and Financial Advisers
GTCO’s recapitalization, LSE listing, equity offering, and GDR conversion are supported by a robust team of advisers. Citigroup Global Markets Limited acts as Sole Global Coordinator and Sole Bookrunner.
Legal advisers to GTCO include White & Case LLP (English and U.S. law), Banwo & Ighodalo (Nigerian law), Aluko & Oyebode (Nigerian law), and N. Dowuona and Company (ALN Ghana) (Ghanaian law). Legal advisers to the Sole Global Coordinator and Sole Bookrunner, Citigroup Global Markets Limited, include Clifford Chance LLP (English and U.S. law) and Udo Udoma & Belo-Osagie (Nigerian law). Chapel Hill Denham Advisory Limited serves as the Nigerian financial adviser, Equiniti Financial Services Limited acts as the DI Depository for the GDR conversion, and Ernst & Young is the auditor,
White & Case, Banwo & Ighodalo, and Aluko & Oyebode also provided legal advisory to the company in connection with its multi currency securities issuance, which is being led by Stanbic IBTC Capital, with support from Vetiva Advisory and FCMB Capital.
