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FCMB Group plans second public offer in race for N500 billion recapitalisation

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FCMB Group is turning to the market soon to source more cash in the second phase of the share sales that helped raise N147.5 billion from the public last year to further its recapitalisation goals.

The board of directors has shareholders’ backing from an extraordinary general meeting in December to proceed with the arrangement, the group disclosed on Friday, intending to announce the next move when the Securities and Exchange Commission, approves.

“The board is keen to commence the offer based on a live market price while ensuring that the Offer price reflects an appropriate discount,” a notification to the Nigerian Exchange stated

How much the banking group is looking to raise is still under wraps. Nevertheless, a resolution from the last December meeting has already given it the freedom to increase the target of its initial capital raise plan from N150 billion to N340 billion.

First City Monument Bank, the company’s commercial banking division, and other Nigerian lenders with overseas operations are required by the latest industry reforms to enlarge their paid-up capital to N500 billion not later than next March.

The tenfold increase from the previous threshold became an urgent requirement for the lenders after a series of devaluations and record inflationary pressures sharply eroded the time value of the naira between the last banking sector recapitalisation round in 2004 and now.

For that reason, the need for banks to create large buffers to augment core capital has become necessary to drive growth on a large scale and become competitive even within Africa, where it has now fallen to fourth place from being the biggest economy two years ago.

The Central Bank of Nigeria (CBN) said it is pushing ahead with higher capital requirements for banks with international, national and regional licenses as a major plank in the government’s goal of expanding the GDP to $1 trillion from $243 billion by 2030.

Commercial, merchant and non-interest banks are the categories affected by the new capital rules.

A company source, not wanting to be named, told PREMIUM TIMES that FCMB Group’s current capital has already surpassed the level required for national authorisation by virtue of its recent capital raise efforts, adding that the offer for subscription will take it closer to its target.

At the end of its last rate-setting meeting in July, the CBN stated that eight Nigerian banks have met the recapitalisation requirements so far.

 

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Banking

Unity Bank–Providus Merger: Shareholders reveal decision-making date

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Unity Bank Plc has called a Court-Ordered Meeting for Friday, September 26, 2025 (9:00 a.m.) at OOPL Hotel, Abeokuta, Ogun State, to seek shareholder approval for a Scheme of Merger with ProvidusBank Limited.

The meeting follows an Order of the Federal High Court, Lagos Judicial Division, issued on July 17, 2025 by Hon. Justice D. I. Dipeolu under Section 711 of the Companies and Allied Matters Act (CAMA) 2020, in Suit No. FHC/L/MISC/734/2025.

The Scheme proposes the combination of all assets, liabilities, undertakings, real properties and intellectual property rights of Unity Bank with those of ProvidusBank. If sanctioned, ProvidusBank Limited will become the surviving entity, and Unity Bank’s entire share capital will be cancelled with the Bank dissolved without winding up.

The certificate of incorporation of ProvidusBank will stand as that of the enlarged institution.

Shareholders are to vote on the Scheme as set out in the Scheme Document dated June 25, 2025. The Scheme Consideration provides two alternatives for Unity Bank investors:

Cash: ₦3.18 per Unity Bank share; or

Share Swap: 18 ordinary shares of ₦0.50 each in ProvidusBank for every 17 ordinary shares of ₦0.50 each held in Unity Bank.

Approval of the Scheme at the meeting requires the statutory majority: not less than three-quarters in value of the ordinary shares of members present and voting by poll, in person or by proxy.

The Court has appointed Mr. Hafiz Mohammed Bashir, Chairman of the Board, to preside; failing him, Mr. Ebenezer A. Kolawole, Managing Director, or any other director chosen by shareholders present will chair the proceedings.

Shareholders may submit questions on the Scheme to the Company Secretary on or before 5:00 p.m., Tuesday, September 23, 2025.

Eligibility to attend and vote will be determined by the register of members as of Friday, September 19, 2025, after which the register will be closed for purposes of the meeting.

Proxy Forms have been circulated; duly executed and stamped forms (with any required Power of Attorney or notarized authority) should be lodged with the Registrar not less than 24 hours before the meeting.

In the event a member attends and votes in person, the proxy for that member will not be entitled to vote.

The Court’s Order also authorizes Unity Bank’s directors to consent to any modifications that the Securities and Exchange Commission (SEC), the Central Bank of Nigeria (CBN) and/or the Court may require.

Upon shareholder approval, Unity Bank’s solicitors—Adelepetun Caxton-Martins-Agbor & Segun (ACAS-Law)—will seek final Court sanction and any consequential orders necessary to give full effect to the Scheme, including the continuation of all pending or contemplated legal proceedings by or against ProvidusBank post-sanction.

Shareholders who have not received the Scheme Document within 14 days of the notice may obtain copies from Unity Bank Registrars Limited, 25 Ogunlana Drive, Surulere, Lagos. The Applicants to the proceedings are ProvidusBank Limited (RC 198892) and Unity Bank Plc (RC 94524).

Investors are advised to review the Scheme Document in detail and decide between the cash payout and the share-swap option, bearing in mind the approval thresholds, regulatory conditions, and the proposed corporate structure of the enlarged bank.

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