Coverage: weekly note · Information to 25 June 2025
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TGB Weekly Research Note · 25 June 2025
Access Bank and Zenith Bank say equity offers have carried them past the ₦500bn bar ahead of the 31 March 2026 deadline, but a CBN letter of 13 June 2025 on forbearance has added a second test.
The desk view
According to Zenith Bank's offer prospectus, the Central Bank of Nigeria's (CBN) circular of 28 March 2024 sets a ₦500bn minimum for commercial banks with international licences and counts only share capital and share premium. By June 2025 equity offers were the main route: Access Holdings and Zenith Bank say their banks now exceed the bar, while Fidelity, FCMB and GTCO have completed first phases and Wema has launched a ₦150bn rights issue. Mergers have played a smaller part; the CBN approved a Unity Bank and Providus Bank merger in August 2024. The newer pressure is a CBN letter dated 13 June 2025 on regulatory forbearance, which Access Holdings and Zenith Bank have linked to a temporary suspension of dividends, bonuses and investment in foreign subsidiaries. Our reading is that the deadline now rewards balance-sheet clean-up as much as fresh capital.
A tenfold step-up with a narrow definition of capital
As summarised in Zenith Bank's offer prospectus of 29 July 2024, the CBN's circular of 28 March 2024 set minimum capital of ₦500bn for commercial banks with international licences, ₦200bn for national and ₦50bn for regional licences. Non-interest banks need ₦20bn for a national licence and ₦10bn for a regional one. Under the previous Banking Activities Regulation, the prospectus says, the international threshold was ₦50bn, so the new bar is ten times higher. Only share capital and share premium count, and all banks have until 31 March 2026 to comply. The prospectus lists three routes set out by the CBN: offers for subscription, private placements or rights issues; mergers and acquisitions; or an upgrade or downgrade of licence.
At the date of the prospectus, the system had 25 licensed commercial banks, of which 7 held international, 14 national and 4 regional licences, alongside 4 non-interest banks and 6 merchant banks. In May 2024 the International Monetary Fund (IMF) reported that the CBN's January 2024 stress tests showed four commercial banks would face a capital shortfall under a sharp rise in interest rates and a further 50 per cent currency depreciation, and said pandemic-era regulatory forbearance should be phased out.
Equity markets have done the heavy lifting
The Access Holdings rights issue was 105.76% subscribed and, after CBN and Securities and Exchange Commission approval, raised ₦351.0bn. The group said Access Bank's share capital would rise to ₦600bn, ₦100bn above the minimum, making it the first bank to meet the international threshold. Zenith Bank followed with a hybrid offer: the public offer was 160.47% subscribed and the rights issue 100.18%, raising ₦350.46bn and lifting share capital to ₦614.65bn, ₦114.65bn above the minimum.
Other banks are moving in phases. GTCO raised ₦209.41bn in the first phase of its programme and said a second phase in 2025 would target foreign institutional investors. Fidelity Bank's public offer and rights issue were 237.92% and 137.73% oversubscribed respectively, in the bank's words; the bank says it raised ₦273bn and plans a further ₦200bn private placement in the 2025 financial year. FCMB Group's ₦147.5bn public offer took its bank's eligible capital to over ₦240bn, above the national minimum, with two further phases aimed at the international licence. Wema Bank scheduled a ₦150bn rights issue to open on 14 April 2025.
The CBN is screening where the money comes from, not just how much arrives. In the Access Holdings rights issue, 41,650,447 shares from 5 applicants were disqualified after CBN capital verification.
Capital-raising routes disclosed by listed banks
| Bank | Route | Amount | Position stated by the bank |
|---|---|---|---|
| Access Holdings | Rights issue | ₦351.0bn | Bank share capital ₦600bn |
| Zenith Bank | Rights issue and public offer | ₦350.46bn | Share capital ₦614.65bn |
| Fidelity Bank | Public offer and rights issue | ₦273bn | ₦200bn private placement planned |
| GTCO | Equity offer, first phase | ₦209.41bn | Second phase in 2025 |
| FCMB Group | Public offer | ₦147.5bn | Bank capital over ₦240bn |
| Wema Bank | Rights issue | ₦150bn | Scheduled from 14 April 2025 |
| Unity and Providus | Merger | n/a | CBN approval, August 2024 |
Source: Access Holdings Plc, Rights issue regulatory approvals, 24 December 2024; Zenith Bank Plc, Completion of the hybrid offer, 24 January 2025; Fidelity Bank Plc, Statement on CBN circular on forbearance loans, 18 June 2025; Guaranty Trust Holding Company Plc, Completion of first phase of equity capital raise, 6 January 2025; FCMB Group Plc, Completion of public offer, 30 December 2024; Wema Bank Plc, Rights issue announcement, 10 April 2025; Unity Bank Plc, CBN approval of Unity Bank and Providus Bank merger, 6 August 2024.
Completed equity raises by bank, ₦ billion
Source: Access Holdings Plc, Rights issue regulatory approvals, 24 December 2024; Zenith Bank Plc, Completion of the hybrid offer, 24 January 2025; Fidelity Bank Plc, Statement on CBN circular on forbearance loans, 18 June 2025; Guaranty Trust Holding Company Plc, Completion of first phase of equity capital raise, 6 January 2025; FCMB Group Plc, Completion of public offer, 30 December 2024.
Mergers remain the exception
In the listed banks' filings, mergers have so far featured far less than equity offers. In August 2024 Unity Bank said the CBN had approved its proposed merger with Providus Bank, with further steps needed before completion. The consolidation visible elsewhere has been outward: on 30 May 2025 Access Holdings said Access Bank had completed its purchase of National Bank of Kenya and would merge it with Access Bank Kenya. Our reading is that banks with strong franchises have found issuing equity easier than ceding control, and that mergers are more likely among banks that cannot raise enough on their own.
Forbearance becomes the second test
The CBN's letter dated 13 June 2025 deals with regulatory forbearance on single obligor limits (SOL) and other credit facilities. Zenith Bank's statement on it was headed "temporary suspension of dividend payments, bonuses and investments in foreign subsidiaries". Zenith said it had one SOL obligor and two customers under other forbearance and expected to exit by the end of the first half of 2025. Access Bank said it already met the SOL and would comply on credit facilities by 30 June 2025. Fidelity cited two SOL obligors and four customers under credit forbearance.
FCMB's bank had ₦207.6bn of loans under forbearance at 31 May 2025, down from ₦538.8bn at 30 September 2024, and expects Stage 3 loans to rise to about 11.5% of the book when they exit. The group plans to convert a ₦23.1bn convertible loan and downstream the proceeds by the end of July 2025, taking the bank's share capital and premium to about ₦267bn. First HoldCo said FirstBank's SOL breach relates to two customers with foreign currency loans after over 200% devaluation, and will be cured as its capital raise completes in the second half of 2025.
The two requirements now interact. New equity cures single obligor breaches by enlarging the capital base, while provisioning forborne loans consumes it. Banks that need both, and that also want to keep paying dividends, face the tightest sequencing before the deadline.
What to watch
- 30 June 2025: Zenith Bank and Access Bank target dates for full provisioning or exit from credit forbearance.
- End of July 2025: FCMB plans to downstream the ₦23.1bn converted loan to its bank.
- 31 March 2026: deadline for all banks to meet the new minimum capital.
Primary sources: Zenith Bank Plc, Completion of the hybrid offer, 24 January 2025; Fidelity Bank Plc, Completion of public offer and rights issue, 7 February 2025; Wema Bank Plc, Rights issue announcement, 10 April 2025; Unity Bank Plc, CBN approval of Unity Bank and Providus Bank merger, 6 August 2024; Zenith Bank Plc, Offer for subscription prospectus, 29 July 2024, 29 July 2024; Access Holdings Plc, Rights issue regulatory approvals, 24 December 2024; Access Holdings Plc, Statement on CBN letter of 13 June 2025, 18 June 2025; Guaranty Trust Holding Company Plc, Completion of first phase of equity capital raise, 6 January 2025; FCMB Group Plc, Completion of public offer, 30 December 2024; Fidelity Bank Plc, Statement on CBN circular on forbearance loans, 18 June 2025; Zenith Bank Plc, Statement on temporary suspension of dividend payments, 17 June 2025; International Monetary Fund, Nigeria: 2024 Article IV Consultation (Country Report No. 24/102), 9 May 2024; Access Holdings Plc, Rights issue allotment announcement, 24 December 2024; Access Holdings Plc, Acquisition of National Bank of Kenya, 30 May 2025; FCMB Group Plc, Statement on CBN directive on forbearance loans, 17 June 2025; First HoldCo Plc, Statement on CBN circular on forbearance, 19 June 2025.