Shareholders of Sterling Financial Holdings Company (SterlingHoldCo) Plc have approved the company’s move to raise up to $400 million in fresh capital as part of efforts to strengthen its capital base and support expansion across its businesses.

The approval was granted at the company’s 3rd Annual General Meeting (AGM), according to a disclosure signed by the Company Secretary, Sunny Kanabe.

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Under the resolution passed by shareholders, the company is authorized to raise up to $400 million, or its equivalent in naira or other currencies, through a combination of debt, equity, or hybrid instruments.

According to the disclosure, the move might be executed in one or multiple tranches through the issuance of bonds, convertible or non-convertible debt instruments, preference shares, ordinary shares, global depositary receipts, or a combination of these instruments.

“Without prejudice to the existing capital raising authorisations obtained at the Annual General Meeting of the Company held on 11 July 2025, the Company be and is hereby authorized to raise up to US$400,000,000 (Four Hundred Million United States Dollars) or its equivalent in Naira or other currencies,” it said in the disclosure.

The capital may be sourced from both domestic and international markets through public offers, private placements, rights issues, or other fundraising structures approved by the Board and relevant regulators.

The company further noted that the fresh authorization is separate from existing capital-raising mandates previously approved by shareholders at its AGM held on July 11, 2025.

The resolution also empowers the Board of Directors to increase the company’s share capital through the allotment of shares where equity instruments are issued and to amend the company’s Memorandum and Articles of Association to reflect any resulting changes in capital structure.

In addition to the fundraising mandate, shareholders approved a 10-for-1 share consolidation and capital reduction aimed at optimizing the company’s capital structure.

Under the approved restructuring, Sterling Financial Holdings’ 68.5 billion ordinary shares of 50 kobo each will be consolidated into 6.85 billion ordinary shares of the same nominal value.

The exercise will result in the cancellation of approximately 61.65 billion issued shares and reduce the company’s issued share capital to N3.425 billion, subject to confirmation by the Federal High Court.

The amount arising from the capital reduction will be transferred to a share reconstruction reserve account.

The company also disclosed that any fractional entitlements resulting from the share consolidation will be rounded down, aggregated, and sold, with the proceeds distributed to affected shareholders on a pro-rata basis or treated in any other manner deemed equitable by the Board.

Shareholders further authorised the Board to obtain all necessary regulatory and court approvals, appoint professional advisers, and undertake any actions required to implement the resolutions.

According to the company, the restructuring is designed to streamline its capital structure ahead of the planned fundraising exercise and position the Group for future growth opportunities.

Sterling Financial Holdings reported a profit before tax of N86.78 billion for the year ended December 31, 2025, representing an 89.19 per cent increase from the N45.86 billion recorded in the previous year.

The Group’s gross earnings also rose significantly to N486.80 billion in 2025, compared with N337.19 billion in 2024, reflecting a 44.37 per cent year-on-year growth.

The performance underscores the Group’s continued growth momentum as it seeks to bolster its capital position and expand its footprint across Nigeria’s financial services sector.