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SEC fines Stanbic IBTC N50.1m over GTCO share offer breach

New SEC regulation to enhance transparency in bank recapitalization

The Securities and Exchange Commission has fined Stanbic IBTC Capital Limited N50.145 million for regulatory breaches related to Guaranty Trust Holding Company Plc’s public share offer.

Stanbic IBTC disclosed in its half-year 2025 financial results that the penalty arose from its role as Lead Issuing House for the GTCO offer.

Earlier reports from another media outlet had mistakenly quoted the fine as N50.1 billion, but the company’s published financial statement confirmed the correct figure as N50.1 million.

The SEC explained that Stanbic IBTC Capital breached regulations by failing to secure its mandatory “No Objection” approval before using digital distribution channels, including internet banking and mobile applications, to receive subscriptions during the public offer.

In Nigeria, the SEC requires issuing houses and other market operators to secure formal approval before using digital or electronic channels for public offers. This includes distributing offers or receiving applications through internet banking, mobile apps, or USSD platforms.

The purpose of these “No Objection” approvals is to protect investors by ensuring that subscription processes, disclosures, documentation, and data handling meet regulatory standards, while preventing digital channels from sidestepping safeguards built into traditional paper-based offers.

By deploying digital distribution without obtaining the SEC’s approval, Stanbic IBTC Capital violated these requirements, resulting in the fine.

The use of electronic and digital offering platforms (“e-offerings”) has been expanding rapidly in Nigeria, with the SEC actively promoting and regulating their adoption in recent years.

According to draft guidelines issued by the Commission, an electronic offering (e-O) enables the use of internet platforms, mobile apps, USSD codes, and other digital channels to facilitate key aspects of public offers — including the display of prospectuses or offering memoranda, subscription, payment, and allotment.