Finance
CBN out with procedures manual for processing applications for bank merger
By Omoh Gabriel, Business Editor
The Central Bank of Nigeria CBN has released the procedures manual for bank consolidation in the country. The procedures requires that consolidating bank will go through three process, pre-merger consent from the CBN, approval in principle and final approval. At each stage of the process banks are expected to meet a set of conditions spelt out by the apex bank.
According to the CBN the pre-merger requirement include among others
“A formal application by the merging banks addressed to the Governor of Central Bank of Nigeria and signed by the Chairmen and Managing Directors of each of the merging banks accompanied with the following,;
“The proposed name of the succesor bank.
* Memorandum of Understanding between the merging banks.
* Current Memorandum and Articles of Association (MEMART) of each of the merging banks.
* Resolution by each of the boards of the merging banks approving the merger.
* Resolution of the shareholders at the AGM or EGM.
* List of significant shareholders of the existing banks (i.e shareholding of 5% and above) showing their names, business and residential addresses (not P.O.Box).
* Organisational structure, showing functional units, reporting relationships and grade (status) of heads of departments/units of the merging banks.
* List of Directors, designation and the interest they represent in the merging banks.
* List of the top management team (AGM and above) of the merging banks and their designation.
Copies of CBN approvals of the appointments of the directors and top management team listed in paragraph” and
In the case of APPROVAL-IN -PRINCIPLE, the CBN requires
* Draft Memorandum and Articles of Association (MEMART) of the successor bank.
* List of significant shareholders of the successor bank (i.e. shareholding of 1% and above) showing their names, business and residential addresses (not P.O.Box). Organisational structure, showing functional units, reporting relationships and grade (status) of heads of departments/units of the successor bank.
* List of Directors, their curriculum vitae, designation and interest they represent in the successor bank.
* List of the proposed top management team (ACM and above), designation and their detailed curriculum vitae.
* Method of valuation agreed to by the banks.
* Draft Scheme of Merger.
* Due diligence report on each of the merging banks. And for final approval merging banks are to submit
* Formal application accompanied by the following documents;
* Original banking licence(s) of the merging bank(s).
* The Scheme of Merger approved by Securities and Exchange Commission.
* Business/Strategic plan of the successor bank for the next five years showing how the integration process will be managed, future goals and operations, branch expansion/rationalization, treatment of surplus staff and staff to be retained, etc.
Certificate of incorporation of the successor bank.
* CTC of CAC form 2.5 — return of allotment.
* CTC of CAC form 2.3 — particulars of directors.
* CTC of form CAC 6 — location of principal place of business.
* Evidence of de-registration of the relinquent banks by CAC.
* SEC final approval of the merger.
* A signed undertaking from each proposed Director that he/she will comply with the code of conduct for Directors as the CBN shall from time to time prescribe.
* Opening Statement of Affairs showing the details of the capital base.
* Evidence of stamp duties paid to Federal Inland Revenue Service on the new authorized share capital.
* Schedule of disengaged staff, including the total severance package and mode of settlement.
* Schedule of retained staff, including their placements.”
According to the CBN “Banks that are undergoing consolidation shall continue to transact business under their old names and licences but should not embark on further expansion or new capital projects until CBN final approval is given to the successor bank.” further the guidelines stated that “Within a maximum of five (5) working days of the receipt of an application seeking for pre-merger consent, the CBN shall issue a no objection letter or a rejection letter, informing the applicants of the reasons for rejection.
The CBN rules stipulates that “On receipt of application for final licence, the processing officer shall: Ensure that the application has been duly registered.
“Dispatch status enquiries on new shareholders/directors to other regulatory authorities viz: NDIC, NAICOM and SEC, (if any, where such clearance had not been obtained earlier).
“Dispatch completed Personal History Statement (PHS) forms accompanied by the CVs of the new shareholders/directors to the State Security Services to carry out security screening of the proposed shareholders/directors (if any, where such clearance had not been obtained earlier).
“Ascertain the fitness and properness of the new shareholders/directors through the responses received from the security agencies and status enquiries from SEC, NDIC, NAICOM, CRMS and CBN̓s Black Book (if not already done).
“Ensure that in the board composition the number of non-executive directors is more than the number of executive directors and that the board is not more than 20 directors. “Each of the directors shall sign an undertaking that he/she will comply with the code of conduct for directors as the CBN shall from time to time prescribe.
“Compare the provisions of the scheme document in respect to staff to be disengaged or retained with the information provided on same in the schedules of disengaged and retained staffThe CBN procedures for merger declared “Subject to the promoters compliance with all the relevant requirements and receipt of satisfactory status enquiries and security reports, the processing officer shall prepare an appraisal memo to the Director of Banking Supervision requesting him to recommend to the Governor, the issuance of a new banking licence to the emerging bank.
A new banking licence signed by the Governor will be issued to the successor bank.
The old licences of the merged banks will be withdrawn.”
Finance
Afreximbank successfully closed its second Samurai Bond transactions, raising JPY 81.8bn or $527m
African Export-Import Bank said it has successfully closed its second Samurai bond transaction, securing a total of JPY 81.8 billion (approx. USD 527 million) through Regular and Retail Samurai Bonds offerings.
The execution surpasses the Bank’s 2024 debut issuance size, attracting orders from more than 100 institutional and retail investors, marking a renewed demonstration of strong Japanese investor confidence in the Bank’s credit and its growing presence in the yen capital markets.
On 18 November, Afreximbank priced a JPY 45.8 billion 3-year tranche in the Regular Samurai market following a comprehensive sequence of investor engagement activities leveraging Tokyo International Conference on African Development (TICAD9), including Non-Deal Roadshows (NDRs) in Tokyo, Kanazawa, Kyoto, Shiga and Osaka, a Global Investor Call, and a two-day soft-sounding process which tested investor appetite across 2.5-, 3-, 5-, 7-, and 10-year maturities.
With market expectations of a Bank of Japan interest rate increase, investor demand concentrated in shorter tenors, resulting in a focused 3-year tranche during official marketing.
The tranche attracted strong participation from asset managers (22.3%), life insurers (15.3%), regional corporates, and high-net-worth investors (39.7%).
Concurrently, Afreximbank priced its second Retail Samurai bond on 18 November, a JPY 36.0 billion 3-year tranche, more than double the inaugural JPY 14.1 billion Retail Samurai issuance completed in November 2024.
The 2025 Retail Samurai bond also marks the first Retail Samurai bond issued in Japan in 2025.
Following the amendment to Afreximbank’s shelf registration on 7 November 2025, SMBC Nikko conducted an extensive seven-business-day demand survey through its nationwide branch network, followed by a six-business-day bond offering period.
The offering benefited from strong visibility supported by Afreximbank’s investor engagement across the country, including the Bank’s participation at TICAD9, where Afreximbank hosted the Africa Finance Seminar to introduce Multinational Development Bank’s mandate in Africa and its credit profile to key Japanese institutional investors.
MBC Nikko Securities Inc. acted as Sole Lead Manager and Bookrunner for both the Regular and Retail Samurai transactions. Chandi Mwenebungu, Afreximbank’s Managing Director, Treasury & Markets and Group Treasurer, commented:
“We are pleased with the successful completion of our second Samurai bond transactions, which marked a significant increase from our inaugural Retail Samurai bond in 2024, and which reflect the growing depth of our relationship with Japanese investors.
The strong demand, both in the Regular and Retail offerings, demonstrates sustained confidence in Afreximbank’s credit and mandate.
We remain committed to deepening our engagement in the Samurai market through regular investor activities and continued collaboration with our Japanese partners.”
Finance
Ecobank unveils SME bazaar: a festive marketplace for local entrepreneurs
Ecobank Nigeria, a member of Africa’s leading pan-African banking group, has announced the launch of the Ecobank SME Bazaar—a two-weekend festive marketplace designed to celebrate local creativity, empower entrepreneurs, and give Lagos residents a premium shopping experience this Detty December. The Bazaar will hold on 29–30 November and 6–7 December at the Ecobank Pan African Centre (EPAC), Ozumba Mbadiwe Road, Victoria Island, Lagos. Speaking ahead of the event, Omoboye Odu, Head of SMEs, Ecobank Nigeria, reaffirmed the bank’s commitment to supporting small and medium-sized businesses, describing them as the heartbeat of Nigeria’s economy. She explained that the Ecobank SME Bazaar was created to enhance visibility for entrepreneurs, expand market access, and support sustainable business growth.
According to her, “This isn’t just a market—it’s a vibrant hub of culture, commerce, and connection. From fresh farm produce to trendy fashion, handcrafted pieces, lifestyle products, and delicious food and drinks, the Ecobank SME Bazaar promises an unforgettable experience for both shoppers and participating SMEs. Whether you’re shopping for festive gifts, hunting for unique finds, or soaking in the Detty December energy, this is the place to be.” Ms. Odu added that participating businesses will enjoy increased brand exposure, deeper customer engagement, and meaningful networking opportunities—making the Bazaar a strong platform for both festive-season sales and long-term business growth. The event is powered by Ecobank in partnership with TKD Farms, Eko Marche, Leyyow, and other SME-focused organisations committed to building sustainable enterprises.
Finance
16 banks have recapitalised before deadline—CBN
The Central Bank of Nigeria (CBN) has said that16 banks have so far met the new capital requirements for their various licences, some four months before the March 31, 2026 deadline. The apex bank also indicated that 27 other banks have raised capital through various methods in one of the most extensive financial sector reforms since 2004. Addressing journalists at the end of the Monetary Policy Committee (MPC) meeting in Abuja, CBN Governor Mr Olayemi Cardoso said the banking recapitalisation was going on orderly, consistent with the regulator’s expectations. He said, “We are monitoring developments, and indications show the process is moving in the right direction.” Nigeria has 44 deposit-taking banks, including seven commercial banks with international authorisation, 15 with national authorisation, four with regional authorisation, four non-interest banks, six merchant banks, seven financial holding companies and one representative office.
Cardoso explained that eight commercial banks had met the N500 billion capital requirement as of July 22, 2024, rising to 14 by September of the same year. The number has now increased to 16 as the industry continues to race toward full compliance. He said that the reforms would reinforce the resilience of Nigerian banks both within the country and across the continent. “We are building a financial system that will be fit for purpose for the years ahead. Many Nigerian banks now operate across Africa and have been innovative across different markets. These new buffers will better equip them to manage risks in the multiple jurisdictions where they operate,” Cardoso said. According to him, the reforms would strengthen the financial sector’s capability to support households and businesses. He said, “Ultimately, this benefits Nigerians—our traders, our businesses and our citizens—who operate across those regions. “It should give everyone comfort to know that Nigerian banks with deep local understanding are present to support them. Commercial banks are also creating their own buffers through the ongoing recapitalisation.”
He added that the apex bank considered several factors in determining the new capital thresholds, including prevailing macroeconomic conditions, stress test results and the need for stronger risk buffers. He reassured on the regulator’s commitment to strict oversight as the consolidation progresses. “We will rigorously enforce our ‘fit and proper’ criteria for prospective new shareholders, senior management, and board members of banks, and proactively monitor the integrity of financial statements, adequacy of financial resources, and fair valuation of banks’ post-merger balance sheets,” Cardoso said. He said the CBN remained confident that the banking system would emerge stronger at the conclusion of the recapitalization exercise, with institutions better prepared to support Nigeria’s economic transformation Banks have up till March 31, 2026 to beef up their minimum capital base to the new standard set by the apex bank. Under the new minimum capital base, CBN uses a distinctive definition of the new minimum capital base for each category of banks as the addition of share capital and share premium, as against the previous use of shareholders’ funds.
While most banks have shareholders’ funds in excess of the new minimum capital base, their share premium and share capital significantly fall short of the new minimum definition. The CBN had in March 2024 released its circular on review of minimum capital requirement for commercial, merchant and non-interest banks. The apex bank increased the new minimum capital for commercial banks with international affiliations, otherwise known as mega banks, to N500 billion; commercial banks with national authorisation, N200 billion and commercial banks with regional license, N50 billion. Others included merchant banks, N50 billion; non-interest banks with national license, N20 billion and non-interest banks with regional license will now have N10 billion minimum capital. The 24-month timeline for compliance ends on March 31, 2026. Under the guidelines for the recapitalisation exercise, banks are expected to subject their new equity funds to capital verification before the clearance of the allotment proposal and release of the funds to the bank for onwards completion of the offer process and addition of the new capital to its capital base. The CBN is the final signatory in a tripartite capital verification committee that included the Securities and Exchange Commission (SEC) and the Nigeria Deposit Insurance Corporation (NDIC). The committee is saddled with scrutinising new funds being raised by banks under the ongoing banking sector recapitalisation exercise.
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