Martin Kadzere
FBC Holdings is seeking approval from the Ministry of Finance, Economic Development and Investment Promotion for the proposed merger of its commercial banking unit and building society in a development that will result in the dissolution of the latter as a distinct legal entity.
The formal notification, made public in terms of section 25(4) of the Banking Act, marks a significant group restructuring aimed at streamlining their banking and property operations under a unified structure.
FBC Bank and FBC Building Society are subsidiaries of FBC Holdings, which also owns FBC Crown Bank, formerly Standard Chartered.
The proposed merger is structured as an asset and liability transfer under a formal restructuring agreement between the two institutions.
All assets and liabilities related to FBC Building Society’s core banking business will be transferred to FBC Bank.
Crucially, the Building Society’s non-banking operations will be separated and transferred to a newly designated entity.
“In order to facilitate the merger of the two institutions, FBC Building Society will transfer all its assets, liabilities in relation to all its banking business and operations to FBC Bank Limited,” the notice says.
The completion of this transaction will result in the definitive closure of the building society. “Subsequent to the merger, FBC Building Society will cease to exist as an entity,” the notice says.
To ensure transparency, the draft restructuring agreement is now open for public inspection. Interested parties have 21 days from the date of publication of the notice in the Government Gazette to review the document and lodge any objections or representations.
For the six months ended 30 June 2025, FBC Holdings reported operating income of ZiG1,85 billion, reflecting a decline from ZiG4,06 billion recorded in the corresponding period of 2024.
Profit after tax amounted to ZiG915,7 million, representing a 22 percent decrease from the prior period’s ZiG1,18 billion.
The group noted the performance highlighted a deliberate strategic realignment of the group’s business model in response to the new stable macroeconomic environment. The composition of the group’s income has shifted markedly towards core business activities, with reduced reliance on gains arising from hedging assets.
The group said it was undertaking a rationalisation of its hedging portfolio, reallocating resources to bolster core revenue-generating operations.
Core income streams comprising net interest income, fees, and commissions now constitute over 78 percent of total revenue, compared to less than 30 percent in the equivalent period of 2024.
Gains from the valuation of investment properties and foreign currency assets diminished substantially, accounting for an insignificant portion of income, compared to over 70 percent in the prior period.
The group said the performance aligned with sector-wide trends, as reflected in the Mid-Term Monetary Policy Statement, which reported a decline in overall banking sector profitability from ZiG10,4 billion in 2024 to ZiG4,96 billion in the first half of 2025, attributable largely to a significant reduction in valuation gains.
Net interest income increased to ZiG729,5 million from ZiG723,3 million, while net fee and commission income rose significantly by 80.3 percent, demonstrating the strength and sustainability of the group’s core transactional activities.
Operating expenses decreased to ZiG1,17 billion from ZiG1,27 billion in the prior period. This reduction is primarily attributable to accelerated automation initiatives and consolidation of operations, which have effectively contained costs.
Further efficiencies are anticipated as digital transformation efforts continue to advance. The group’s total assets stood at ZiG21,83 billion as at 30 June 2025, a marginal decline from ZiG22,11 billion as at 31 December 2024.
Loans and advances, representing 47 percent of total assets, remain the principal asset class, amounting to ZiG10,24 billion.
Funding sources, comprising deposits and lines of credit, increased by 4 percent to ZIG 13,5 billion, accounting for 62 percent of total funding.
Shareholders’ equity strengthened by 17,2 percent to ZiG6,03 billion, supported by retained earnings.
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