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This notice is issued in reliance on Rule 283 of the Rules & Regulations of the Securities & Exchange
Commission, Nigeria.
This notice does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offer, socitation
or offer to buy, or any sale of securites will be made only by a prospectus duly regstered by the Securities and
Exchange Commission, Ngera (SEC) n accordance with the provisions of the Investments and Securites Act, No. 29,
2007 (the Act) and the rues and regulatons of the SEC made pursuant to the Act (the SEC Rules).
NOTICE OF PROPOSED OFFERING
Guaranty Trust Holding Company Plc (GTCOPLC) has filed a preliminary “red herring” prospectus
(Red Herring Prospectus) with the SEC in connection with a proposed offering for subscription
of ordnary shares of 50 kobo each in its share capital (the Ordinary Shares) to raise gross
proceeds of up to N500 Billion (the Proposed Offering). The number of Ordinary Shares to be
offered and the price range for the Proposed Offering have not yet been determined.
The filing of the Red Herring Prospectus was undertaken with a concurrent filing of a preliminary
universal shelf registration statement. The universal shelf registration will permit GTCOPLC to
establish a muti-currency securities issuance programme (theProgramme) to issue various
types of securities, or any combination of such securities, in one or more offerings, from time to
PURPOSE
The net proceeds of the Proposed Offering will be used for (i) the
growth and expansion of the GTCOPLC Group’s businesses. Such
planned growth and expansion wil be effected through
nvestments in technology infrastructure to fortfy existng
operations, the establishment of new subsidiaries and selective
acquisitions of non-banking businesses; and (ii) the
recapitalisation of Guaranty Trust Bank Limited.
TARGET INVESTORS
The Proposed Offering is structured as an institutional offering
targeted at eligible investors and a retail offering within Nigeria (the
Nigerian Tranche) and a private placing to persons reasonably
believed to be quaified institutional buyers outside Nigeria (the
International Tranche).
LISTING AND ADMISSION
TO TRADING
An application will be filed for the approval of the Board of the
Nigerian Exchange Limited (NGX) with respect to the listing and
admission to trading of the Ordinary Shares on the NGX Official
List.
ANTICIPATED TIMING OF
THE PROPOSED OFFERING
The Proposed Offering is anticipated to open by July, 2024.
time, to raise proceeds in an aggregate amount of up to U.S.$750 million (or equivalent amount .
in Ngerian Naira) in the Nigerian/international capital markets during the validity period of the
Programme.
The Proposed Offering is expected to be the first issuance under the Programme.
This notice does not constitute an offer of securities for sale in the United States or to U.S. persons
(“U.S. persons”), as such term is defined in Regulation S promulgated under the United States
Securities Act of 1933, as amended, (the U.S. Securities Act). The Ordinary Shares being offered
have not been, nor will be, registered under the U.S. Securities Act or any state securities laws,
and may not be offered or sold in the United States or to U.S. persons absent registration or an
applicable exempton from such registration requirements.
About the Issuer
Guaranty Trust Holding Company Plc is the ultimate holding company of the GTCOPLC Group.
The GTCOPLC Group is one of the largest financial services organisations in Africa.
Headquartered in Lagos, Nigeria, the Issuer maintains direct and indirect investments in a network
of operating entities located in 10 countries across Africa and the United Kingdom. Within these
regions, the operating entities provide a comprehensive range of commercial banking and related
financial services to millions of retail, institutional, private banking and wealth management
customers, in addition to asset management, pension fund administration and payment
technology businesses.
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