Sterling HoldCo to raise $400m through rights issue, private placement

Sterling Financial Holdings Company Plc has announced plans to raise $400 million through a rights issue, a public offering, and a private placement.

Sterling said the capital would be raised gradually over a specified period.

The company announced the plan in a notice on Thursday, signed by Adeyoola Temple, its secretary, ahead of its second virtual annual general meeting (AGM) slated for July 11.

“To consider and if thought fit, pass the following sub-joined resolutions as special resolutions: That the company be and is hereby authorized to raise up to US$400 million (Four Hundred Million United States Dollars) or its equivalent in Naira or other currencies through the establishment of a Shelf Programme (the “shelf Programme”),” the notice said.

“The capital may be raised in tranches or otherwise over a specified period through the issuance of debt instruments (including, but not limited, bonds that may be convertible or non-convertible, commercial papers, Sukuks, medium or short term notes, and debentures), preference shares, ordinary shares, global depositary receipts, or combination thereof, in the Nigerian and/or international capital markets.

“Whether by way of public offer, private placement, rights issue, or any other method, at prices, coupons or interest rates determined through book building or any other acceptable valuation method, or a combination of methods, in such tranches, series or proportions, within such maturity periods and at such dates and upon such terms and conditions as may be determined by the Board of Directors of the Company (the “Board”), subject to the procurement of requisite approvals from the relevant regulatory authorities.

“That in furtherance of the Shelf Programme, the Board be and is hereby unconditionally authorized pursuant to sections 127(1) and 149(1)(a) of the Companies and Allied Matters Act 2020 (as amended by the Business Facilitation Act 2022), to increase the share capital of the Company by the allotment of shares of the Company at any time necessary for a period of 2 (two years from the date hereof.

As part of special business, the bank proposed to fix the annual remuneration of its non-executive directors at N191.13 million for the 2025 financial year — pending any future review at subsequent AGMs.

STERLING TO LIST SECURITIES ON NGX FOR TRADING

In addition, the company is seeking approval to list and admit any securities issued under the capital raise for trading on the Nigerian Exchange Limited (NGX), FMDQ Securities Exchange Limited, or any other relevant securities market in Nigeria or abroad.

Sterling also said the board would be authorised to amend the company’s memorandum and articles of association to reflect the new share capital structure, before or after the proposed capital raise.

“That the Company Secretary be and is hereby authorised to register any increases) in share capital with the Corporate Affairs Commission in such incremental proportions or tranches as the Board may deem necessary or desirable, and the board is hereby authorized to issue on behalf of shareholders, such resolutions as may be required by the Corporate Affairs Commission,” Sterling HoldCo said.

The company further disclosed that it would appoint professional advisers and carry out any other necessary actions — including securing regulatory approvals and complying with directives from relevant authorities — to implement the resolutions.