Stanbic IBTC Fined ₦50.15 Million by SEC Over GTCO Digital Offer

Nigeria’s capital market regulator, the Securities and Exchange Commission (SEC), has imposed a fine of ₦50.145 million (approximately $34,490) on Stanbic IBTC Capital Limited—the investment banking subsidiary of Stanbic IBTC Holdings PLC. The penalty was levied for using unauthorized digital distribution channels during the process of Guaranty Trust Holding Company Plc’s (GTCO) public offer.

The Regulatory Breach

Stanbic IBTC Capital served as the lead issuing house for GTCO’s massive capital raise last year, valued at ₦392.49 billion (approximately $269.71 million). This capital raise was part of the aggressive effort by Nigerian banks to meet the Central Bank of Nigeria’s (CBN) stringent recapitalization requirements.

In an effort to facilitate the subscription process and attract more retail investors, the offer utilized both traditional physical channels and newer digital platforms. The breach occurred because Stanbic IBTC Capital deployed these digital distribution channels without first obtaining the requisite regulatory approval from the SEC.

Regulatory bodies in Nigeria mandate that issuing houses must secure approval from the SEC before using digital platforms for public offerings or rights issues. This requirement ensures investor protection, maintains market integrity, and promotes transparency, even as market operators embrace innovation.

Financial and Market Context

The fine, which was disclosed by Stanbic IBTC in its H1 2025 financial statements, underscores the steep regulatory environment in the Nigerian financial sector.

• Original Error: The initial filing on the Nigerian Exchange (NGX) mistakenly reported the fine as ₦50.15 billion. Stanbic IBTC later clarified this as a clerical error, confirming the actual penalty was ₦50.145 million.
• Wider Trend: The penalty is part of a broader push by regulators like the CBN, SEC, and NGX to enforce compliance, which saw seven banks fined a combined $10.7 million in 2024.
• Digitalization Drive: Despite the regulatory oversight, market operators believe the fine will not derail the ongoing push for digitalization in the capital markets. Digital platforms, such as those used by MTN in 2021 for Nigeria’s first digital public offer, are highly valued for their ability to streamline subscriptions and open up investment opportunities to over 150,000 new retail investors. Market experts see the SEC’s action as a deterrent necessary to ensure that market integrity is preserved alongside technological advancement.