Nigeria’s Securities and Exchange Commission (SEC) has imposed a substantial fine of ₦50.15 billion (approximately $34.49 million) on Stanbic IBTC Capital Limited, the investment banking arm of Stanbic IBTC Holdings PLC, for regulatory breaches during Guaranty Trust Holding Company Plc’s (GTCO) public share offering.
The penalty, disclosed in Stanbic’s H1 2025 financial statements, stems from its role as the Lead Issuing House in GTCO’s ₦392.49 billion ($269.71 million) capital raise conducted in 2024. This capital raise was part of a broader scramble by Nigerian banks to meet the Central Bank of Nigeria’s (CBN) recapitalization requirements.
Stanbic IBTC Capital facilitated the offer using both traditional physical channels and digital platforms, including internet banking and mobile applications, to attract retail investors. However, the SEC found that Stanbic failed to obtain the necessary “No Objection” or formal approval before deploying these digital tools.
Stanbic stated in its report:
SEC imposed a fine of ₦50,145,000,000 ($34.49 million) on Stanbic IBTC Capital Limited as the Lead Issuing House for GTCO PLC, who failed to obtain ‘No Objection’ or approval from the SEC prior to utilizing its digital distribution channels to accept applications under its Public Offer of shares.
Digital Innovation vs Regulatory Oversight
Digital platforms have become increasingly popular in Nigeria’s capital markets, offering faster, more inclusive access to public offerings and rights issues. A notable example was MTN’s digital public offer in 2021, which drew over 150,000 new retail investors.
Despite the push for digitalization, regulatory compliance remains paramount. Issuing houses are required to secure SEC approval not just for the offer itself, but also for the distribution methods, whether traditional or digital.
Michael Pratt, an investment banker at Comercio Partners, a Lagos-based firm, explained:
An Issuing House requires approval from the SEC before embarking on a public offer for an Issuer/Company, whether it plans to use traditional channels or digital channels.
Pratt further clarified that while the offer is the primary subject of approval, the distribution channel must also align with SEC guidelines to ensure investor protection, market integrity, and transparency.
Implications and Industry Response
This fine is the largest ever recorded on Stanbic’s books. According to sources familiar with the matter, the bank has accepted the penalty and will not contest it. “That is why it is in the financial report. Everything was declared there,” said a person close to the situation, who requested anonymity.
The incident underscores the stringent regulatory environment in Nigeria’s financial sector. In 2024 alone, the CBN, SEC, and Nigerian Exchange Group (NGX) collectively fined seven banks a total of $10.7 million. Stanbic IBTC Holdings paid ₦113 million ($77,650.42) in penalties in H1 2025, down from ₦159 million ($109,260.33) in H1 2024.
Meanwhile, the NGX has been actively promoting digitalization. In 2024, it launched NGX Invest, a platform designed to streamline public offerings and rights issues, with early adoption from Access Holdings and Fidelity Bank, both of which secured SEC approval beforehand.
Looking Ahead: Digitalisation Continues
Despite the regulatory setback, market experts believe the fine will not derail the momentum of digital transformation in Nigeria’s capital markets. Retail investments surged to ₦516.50 billion ($354.92 million) in July 2025, largely driven by mobile apps and online platforms.
“Whilst some capital market operators may yet argue that it does, fines for non-compliance would not significantly impact the digital drive in Nigeria’s investment space,” said Pratt. “In fact, it is important that the commission uses this to deter practices which are not in line with the commission’s guidelines.”
