How Fidelity Bank raised more than N500bn to meet CBN’s capital rules

Fidelity Bank Plc’s journey to crossing the N500 billion capital threshold was not a single transaction but a two-year capital strategy that combined retail participation with targeted institutional funding.

This ultimately lifted its regulatory capital to about N564.5 billion, well above the Central Bank of Nigeria (CBN) requirement for international banks, positioning it among early movers in the industry’s recapitalisation cycle that ended on March 31, 2026.

The recapitalisation places the lender among the first wave of Nigerian banks to fully comply with the CBN’s 2024 directive, which raised minimum capital requirements to N500 billion for international banks, N200 billion for national banks, and N50 billion for regional players.

In a corporate disclosure on the Nigerian Exchange Group, Fidelity Bank said its capital raise began in 2024 with a combined public offer and rights issue that brought in N175.85 billion. This initial phase increased its eligible capital to N305.5 billion, creating a strong base but still leaving a gap of about N194.5 billion relative to the new regulatory minimum.

The structure of this first phase was significant. By combining a public offer with a rights issue, the bank was able to tap both existing shareholders and new retail investors, widening participation and strengthening shareholder depth.

However, the second phase came in December 2025 with a N259 billion private placement of ordinary shares, executed within a single day on December 31, 2025. The transaction, approved by both the CBN and the Securities and Exchange Commission, was targeted at institutional investors.

The raise was conducted under a mandate granted by shareholders at an extraordinary general meeting held on February 6, 2025, which authorised the issuance of up to 20 billion ordinary shares. This prior approval enabled the bank to move quickly once investor commitments were secured.

Proceeds from the private placement increased the bank’s eligible capital from N305.5 billion to N564.5 billion, exceeding the regulatory minimum.

Positioning within the recapitalisation cycle

The successful raise puts Fidelity Bank among the strongly capitalised Nigerian banks, enhancing its ability to handle larger transactions and strengthening its balance sheet against economic shocks.

The additional capital is expected to support balance sheet expansion and lending capacity, particularly in an environment characterised by currency pressures, inflation, and elevated interest rates.

The bank’s capital position has also been reflected in external assessments. Fitch Ratings affirmed its Long-Term Issuer Default Rating at ‘B’ and upgraded its National Long-Term Rating to ‘A+(nga)’, citing improvements in capital buffers and profitability.

At the end of 2024, Fidelity ranked Nigeria’s sixth‑largest lender by assets, and its strengthened capital base is expected to support its operations as the sector transitions into a new regulatory regime.

Data from the nine-month audited financial statement of the bank disclosed that total assets grew by 10.2 percent to N10 trillion as at September 2025, from N9.5 trillion in the same period of 2024, while total liabilities reported amounted to N9 trillion.

The lender’s shareholders doubled during the period to N1 trillion, indicating that the bank is financially healthy to meet up short term obligations.

Market response and outlook

Shares of Nigerian banks have drawn renewed investor attention since the recapitalisation push was announced, with regulators arguing that stronger capital buffers are needed to support economic growth and restore confidence in the financial system.

Shares of Fidelity Bank have gained 5 percent year-to-date, closing 2025 at about 9 percent. Fidelity began the year with a share price of N19.00, and closed on Wednesdayat N119.95 per share on the Nigerian Stock Exchange (NGX), ranking it 90th on the NGX in terms of year-to-date performance.

Fidelity Bank Plc is currently the 25th most valuable stock on the NGX with a market capitalization of N1 trillion, which is about 0.768 percent of the Nigerian Stock Exchange equity market, data compiled by African ‘Xchanges show