Fresh capital mobilisation is back on the agenda at Access Holdings Plc after shareholders approved plans to raise up to N40 billion through a private placement, signalling the group’s continued focus on balance sheet strengthening amid evolving regulatory and market pressures.
The approval was granted at the company’s Extraordinary General Meeting (EGM), held virtually on Thursday, December 18, 2025, according to a corporate filing submitted to the Nigerian Exchange (NGX). The filing was jointly signed by the company secretary and a director.
At the meeting, shareholders passed a series of resolutions empowering the board of directors to proceed with the equity raise and undertake related restructuring of the company’s share capital. Central to the resolutions is the authority to raise as much as N40 billion, or its foreign currency equivalent, from selected investors via a private placement, subject to regulatory clearances.
Under the mandate, the board has broad discretion to determine the size, timing, pricing, and structure of the transaction, as well as the composition of investors. Newly issued ordinary shares may be allotted at a reference price of N20.25 per share, or at another price deemed appropriate by the board, allowing flexibility to respond to market conditions and investor demand.
Share capital expansion and dilution considerations
To facilitate the proposed placement, shareholders approved an increase in Access Holdings’ issued share capital from N26.66 billion to N27.65 billion through the creation of 1.98 billion new ordinary shares of 50 kobo each. This will lift the group’s total issued shares from about 53.32 billion to approximately 55.29 billion.
The new shares will rank pari passu with existing ordinary shares, meaning they will carry equal rights. However, the expansion raises the prospect of dilution for current shareholders, depending on the eventual size and allocation of the placement. The board was also authorised to cancel any unallotted shares or further adjust the share capital if required to complete the programme.
Wide-ranging powers granted to the board
Beyond the capital raise itself, shareholders approved extensive powers for the board to negotiate with potential investors, determine valuation and deal terms, appoint professional advisers, and execute all necessary legal and commercial documentation.
The board was also mandated to obtain approvals from relevant regulators, including the Central Bank of Nigeria (CBN), the Securities and Exchange Commission (SEC), and Nigerian Exchange Limited, underscoring the group’s status as a regulated financial holding company. In addition, the company secretary was authorised to file all required changes with the Corporate Affairs Commission, including amendments to the Memorandum and Articles of Association.
Capital strengthening amid sector-wide pressures
The planned private placement comes against the backdrop of mounting pressure on Nigerian financial institutions to bolster capital buffers amid currency volatility, tighter regulatory thresholds, and expanding funding needs across banking and non-bank subsidiaries.
By opting for a private placement rather than a public offer, Access Holdings appears to be targeting strategic and institutional investors capable of providing long-term capital stability. Shareholders also ratified all steps already taken by the board in relation to the transaction, effectively clearing the final procedural hurdles.
Market focus is now expected to shift to the identity of the incoming investors, the final amount to be raised, and how quickly the group can deploy the funds to enhance resilience and drive earnings growth.
Earlier in the year, Access Holdings completed a major rights issue, raising N351 billion and lifting its capitalisation to about N600 billion. That transaction enabled the Tier 1 lender to become the first to surpass the banking regulator’s N500 billion capital benchmark.
The proposed N40 billion private placement would add nearly two billion shares to the company’s equity base, further expanding an already large share count—the highest in the sector at over 53 billion shares outstanding. While the capital injections support the group’s growth ambitions following multiple domestic and international acquisitions, they also heighten investor sensitivity to dilution and the potential need for future share restructuring.