Recapitalization: FCMB Group Targets N370bn Fresh Capital

FCMB Group Plc has announced that it will convene an Extraordinary General Meeting (EGM) of its shareholders on Monday, December 8, 2025, to consider and approve key resolutions aimed at expanding its capital-raising capacity.

The virtual meeting, according to the group’s notice to NGX, forms part of the group’s broader strategy to strengthen its balance sheet and enhance its ability to pursue growth opportunities in Nigeria and international markets.

The central proposal to be tabled before shareholders is the request to increase the company’s capital raise limit from up to N340bn to up to N370bn, or its equivalent in other currencies.

According to the notice of meeting, the additional funding may be raised through various instruments, including ordinary shares, preference shares, convertible or non-convertible notes, bonds, or other securities, to be issued either locally or internationally.

The issuance may occur as standalone transactions or under structured capital-raising programmes, through public offerings, private placements, rights issues or other approved modes.

As part of the resolutions, FCMB Group is also seeking shareholder approval to accept oversubscriptions from its 2025 public offer and issue additional shares within limits set by the Securities and Exchange Commission, subject to regulatory approvals.

The company further disclosed plans to increase its issued share capital from N30bn, divided into 60 billion ordinary shares of 50 kobo each, by creating the additional shares required to give effect to the expanded capital raise.

The Board of Directors would be authorised to approve the specific number of new ordinary shares to be issued and allot them to investors upon completion of the capital-raising exercise. The new shares will rank pari passu with the company’s existing ordinary shares.

In addition, the Board is seeking approval to amend Clause 6 of the Company’s Memorandum of Association to reflect the newly issued share capital once the capital raise is effected.

Directors and the Company Secretary will also be empowered to sign and execute all necessary documents and fulfil all regulatory filings required to implement the resolutions.

FCMB Group noted that the approvals are essential for ensuring full compliance with regulatory requirements from bodies including the Central Bank of Nigeria, the Securities and Exchange Commission, Nigerian Exchange Limited, and the Corporate Affairs Commission.

The EGM is expected to provide a platform for shareholders to vote on these decisive actions as the Group positions itself for stronger capital adequacy and long-term growth.