Fidelity Bank Plc has raised ₦259 billion from a recently concluded Private Placement of Ordinary Shares, significantly strengthening its balance sheet as Nigeria’s banking sector accelerates compliance with new minimum capital requirements.
The private placement, which opened and closed on December 31, 2025, received the necessary approvals from the Central Bank of Nigeria (CBN) and the Securities and Exchange Commission (SEC). Following the transaction, Fidelity Bank’s eligible capital increased from ₦305.5 billion to ₦564.5 billion, subject to final regulatory confirmations.
How the Capital Was Raised
The latest ₦259 billion injection builds on the bank’s earlier ₦175.85 billion capital raise completed in 2024 through a Public Offer and Rights Issue. That earlier exercise had taken Fidelity Bank’s eligible capital to ₦305.5 billion, leaving a shortfall of ₦194.5 billion relative to the ₦500 billion minimum capital requirement set for commercial banks with international authorisation.
With the successful completion of the private placement, Fidelity Bank has now cleared the regulatory threshold, positioning itself among banks that have effectively front-loaded compliance ahead of the CBN’s deadline.
Shareholder Mandate and Structure
The private placement was executed pursuant to shareholder approval granted at the bank’s Extraordinary General Meeting (EGM) held on February 6, 2025, which authorised the issuance of up to 20 billion ordinary shares by way of private placement. The transaction therefore represents a key execution milestone of a strategy already endorsed by shareholders.
Why This Matters
Fidelity Bank’s recapitalisation underscores several broader developments in Nigeria’s financial system:
- Regulatory alignment: The bank has moved decisively to comply with the CBN’s higher capital base for internationally authorised lenders.
- Balance-sheet resilience: A stronger capital position enhances loss-absorption capacity and supports asset growth in a tighter macro-financial environment.
- Competitive positioning: Early compliance reduces execution risk relative to peers still in the market and provides strategic flexibility for regional and international operations.
Divergent Paths to the Same Capital Threshold
Nigerian banks are converging on the same ₦500 billion recapitalisation target, but they are getting there via sharply different routes that reflect trade-offs between speed, dilution, market risk, and investor reach. Fidelity Bank Plc and Zenith Bank Plc illustrate a hybrid, front-loaded approach—combining rights issues and public offers (and, in Fidelity’s case, a follow-on private placement) to maximise visibility and clear the threshold early. By contrast, First HoldCo Plc (through FirstBank of Nigeria Limited) and FBN Holdings Plc are sequencing raises in stages, reducing market-timing risk while preserving pricing flexibility. Access Holdings Plc has prioritised targeted private placements—including foreign-currency angles—for speed and certainty, whereas UBA Plc has leaned on rights issues to protect ownership continuity, albeit with timelines that test shareholder liquidity. Taken together, the contrast shows a sector balancing urgency against execution risk: public markets for breadth and signalling, private capital for certainty, and staged programmes for optionality.
The bank noted that its post-transaction capital position is awaiting final regulatory approvals, after which the new capital structure will be fully recognised.