Sterling Financial Holdings approves share consolidation, capital raise of up to $400m at AGM

SHAREHOLDERS of Sterling Financial Holdings Company Plc have approved plans to raise up to $400 million in fresh capital and restructure the company’s share capital following resolutions passed at its third Annual General Meeting (AGM).

The resolutions were adopted at the company’s virtual AGM held on June 9, 2026, according to a statement signed by the company secretary, Sunny Kanabe.

At the meeting, shareholders approved the audited financial statements for the year ended December 31, 2025, as well as the reports of the directors, auditors and statutory audit committee.

Members also re-elected Aisha Bashir and Abubakar Suleiman as directors following their retirement by rotation. Shareholders further approved the re-election of Mustapha Jinadu, Christie Vincent and Idongesit Udoh as shareholders’ representatives on the statutory audit committee for the 2026 financial year.

In addition, shareholders authorised the board to determine the remuneration of the company’s auditors and approved an aggregate annual fee of N191.13 million for non-executive directors for the 2026 financial year.

A major highlight of the AGM was the approval of a 10-for-1 share consolidation. Under the arrangement, the company’s 68.5 billion ordinary shares will be consolidated into 6.85 billion ordinary shares, subject to regulatory approvals.

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Shareholders also approved the cancellation of 61.65 billion issued shares as part of a capital reduction exercise that will cut the company’s issued share capital to N3.43 billion, comprising 6.85 billion ordinary shares of 50 kobo each. The capital reduction is subject to confirmation by the federal high court.

The company said the amount arising from the reduction would be credited to a share reconstruction reserve account and applied in accordance with applicable laws and management decisions.

To address fractional shareholdings that may result from the consolidation, shareholders authorised management to aggregate and sell such fractions in the market and distribute the proceeds to affected shareholders on a pro-rata basis, or adopt any other method deemed fair and reasonable, subject to regulatory approval.

The AGM also empowered the board to amend the company’s Memorandum and Articles of Association to reflect the new share capital structure and to take all necessary steps, including securing court and regulatory approvals, to implement the resolutions.

Shareholders further approved plans for the company to raise up to $400 million, or its equivalent in naira or other currencies, through a variety of instruments in the domestic and international capital markets.

The capital may be raised through debt securities, ordinary shares, preference shares, global depositary receipts or a combination of instruments, using methods such as public offers, private placements, rights issues or other structures determined by the board.

The resolution authorises the board to increase the company’s share capital where necessary and amend its constitutional documents to accommodate any shares issued under the capital-raising programme.

Shareholders also ratified all previous actions taken by the board in relation to the proposed fundraising and authorised the appointment of professional advisers and other parties required to execute the transactions.