VM Financial Group Limited (VMFG) is seeking to issue four new classes of preference shares as it aims to raise $8.53 billion in its current refinancing round.

The financial holding company is scheduled to redeem its class A preference share by March 31, with the instrument having a face value of $8.52 billion and an interest rate of ten per cent. VMFG now intends to refinance the entire balance through the issuance of new preference shares.

The class E preference share will offer a 9.25 per cent interest rate for 36 months with a target amount of $1.5 billion; the class F preference share will offer a 9.75 per cent interest rate for 60 months with a target amount of $2.03 billion; the class G preference share will offer a 10.15 per cent interest rate for 84 months with a target amount of $3.0 billion; and the class H preference share will offer a 10.50 per cent interest rate for 120 months with a target amount of $2.0 billion.

“This exempt distribution is a direct strategy by VM Financial Group to refinance existing maturities at rates which are more in line with those currently in the marketplace for equivalent securities,” VMFG stated regarding the reason for using the exempt distribution.

VMFG added, “Our board of directors believe that this transaction is financially prudent and consistent with our role as the financial holding company for the VM Group of companies, to ensure that companies within the financial group remain properly capitalised.”

The offer opened on February 16 and is scheduled to close by March 31. Interested investors can apply on VM Wealth Management Limited’s Wealth Edge platform. If an investor already owns VMFG’s preference shares, they can subscribe with a minimum of $100,000 while all other prospective investors would need to invest a minimum of $1 million. The preference shares will be issued at $100 per share.

VMFG is the licensed FHC which owns the financial subsidiaries of the VM Group. It’s the direct parent company of the VM Building Society (VMBS), VM Investments Limited (VMIL) and several other financial subsidiaries.

VMFG’s total operating revenue for the first nine months of 2025 (January to September) improved 22 per cent to $11.41 billion as net interest income grew 26 per cent to $6.10 billion. The growth in net interest income is a combination of the financial group earning more on interest earning assets while benefiting from a 26 per cent reduction in debt.

Despite an 18 per cent rise in operating expenses to $10.89 billion, the group’s EBITDA (earnings before interest, tax, depreciation and amortisation) was flat at $6.1 billion. Although VMFG had a share of loss from its associates, it reported a consolidated net profit of $216.42 million compared to the $13.13 million in the prior period.

“Overall, the audited results establish a solid earnings and capital foundation, while the YTD figures point to continued operating stability with moderated profitability. Importantly, leverage reduction and balance sheet strengthening have continued beyond the audited period, improving the Group’s risk profile,” VMFG stated on its performance.

While VMFG’s consolidated asset base increased ten per cent to $247.63 billion up to September 2025, loans grew by six per cent to $132.99 billion which reflects growth in other areas of the group. Total liabilities were $223.90 billion with $19.09 billion as debt. Equity stood at $23.73 billion with the debt-to-equity ratio at 0.80 times.

The offering memorandum noted that VMBS had unaudited gross revenue of $16.67 billion and a net profit of $837.8 million for 2025. VMIL, VM Pensions Management Limited and VM Money Transfer Services Limited all reported profits for 2025.

The document also revealed that its UK subsidiary VM Finance Limited owns a subsidiary called VM Finance (SPV1) Limited. VM Group also incorporated VM Real Estate Investments (UK) Ltd and VM Real Estate Investments (UK) SPV1 Ltd in May 2025.

VMFG will attempt to list all four classes of its preference shares on the JSE Private Market, a market for private debt and equity issuances. VMFG currently has its class A and class C preference shares listed on that market but delisted its class B preference shares valued at $608 million in April 2025.

The JSE Private Market had 12 listed securities at the end of 2024 with three preference shares and nine bonds. There were 33 transactions that took place valued at $891.7 million in 2024.

Future Energy Source Company Limited delisted its bond in February 2025, Guardian Holdings Limited delisted its $1.99 billion in September 2025 and Dolla Financial Services Limited delisted tranche I ($570.12 million) of its bond in October 2025. Some of West Indies Petroleum Limited’s preference shares that are listed on this market are scheduled to mature in 2026 while another four bonds are maturing in 2027.