REG - Guaranty Trust Hldng - Approval and Publication of Prospectus

Guaranty Trust HoldingAnnouncement

04/07/2025 11:45

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RNS Number : 8378P  Guaranty Trust Holding Company PLC  04 July 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE
UNLAWFUL.

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the Financial Conduct Authority (the "FCA") and not a
prospectus (or prospectus equivalent), nor an offer of securities for sale,
nor a solicitation of an offer to acquire, or a recommendation to sell or buy,
securities in any jurisdiction, including in or into the United States,
Australia, Canada, Japan or South Africa.

Neither this announcement, nor anything contained herein shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any shares
referred to in this announcement except solely on the basis of the information
contained in the prospectus (together with any supplementary prospectus, if
relevant, the "Prospectus"), including the risk factors set out therein, that
has today been published by the Company (as defined below), in connection with
an offer of ordinary shares in the Company (the "Shares") and the proposed
admission of the Shares to the equity shares (international commercial
companies secondary listing) category of the Official List of the FCA and to
trading on the main market for listed securities of the London Stock Exchange
plc ("Admission"). A copy of the Prospectus published by the Company will
shortly be available for inspection at the Company's registered office at Plot
635, Akin Adesola Street, Victoria Island, Lagos, Nigeria, and on the
Company's website at www.gtcoplc.com, subject to certain access restrictions.

 

4 July 2025

 

GUARANTY TRUST HOLDING COMPANY PLC

Announcement of Approval and Publication of Prospectus

 

Following the announcement published by Guaranty Trust Holding Company plc
(the "Company") on 3 July 2025 in connection with the successful pricing of
its primary equity offering (the "Offering"), the Company confirms that the
Prospectus has been approved by the FCA and has been published.

Details of the Offering are set out in the Prospectus, which will shortly be
available on the Company's website at https://www.gtcoplc.com/
(https://protect.checkpoint.com/v2/___https:/www.gtcoplc.com/___.YzJlOmd0YmFuazI6YzpvOmU1ZTg5ODk1Njg2ZmNiODdlODZiODEzMzY2YTE5Y2NjOjY6Mjg0MToxZmFmMWI0NmY3ZTk1OGJlMmU5YmUwODQ5MDhhZGU3ZmNjMGJhMGMxNjkwNGFmYWQ0NGEwNTAxNWNkODhkMjdiOnA6VDpO)
, subject to certain access restrictions.

The Prospectus has also been submitted to the National Storage Mechanism and
will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://protect.checkpoint.com/v2/___https:/data.fca.org.uk/___.YzJlOmd0YmFuazI6YzpvOmU1ZTg5ODk1Njg2ZmNiODdlODZiODEzMzY2YTE5Y2NjOjY6OTMxOTowYjZkZjU2NTRjYzAxMWNkZTFlMTczNzc4YTAwMTBmMGQzMzRmMGI5MGQwNTM1NTFmODEyMzA5ZDI2N2ZlNmVlOnA6VDpO#/nsm/nationalstoragemechanism)
.

It is expected that Admission will become effective and that unconditional
dealings will commence at 8.00am (UK time) on 9 July 2025.

- End -

 

 

Media Enquiries

GTCO

Oyinade Adegite

ir@gtcoplc.com

+234 07001 238239

 

Sole Global Co-ordinator

Citigroup

Miguel Azevedo, Rudy Saadi, Vimal Bhogaita, George Williams

+44 20 7986 4000

 

Important Notice

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or
indirectly, in or into United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan or South Africa or any other jurisdiction where to do
so would constitute a violation of the relevant laws of such jurisdiction. The
distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for, or otherwise invest in, Shares to
any person in United States (including its territories and possessions, any
State of the United States and the District of Columbia), Australia, Canada,
Japan or South Africa or in any jurisdiction to whom or in which such offer or
solicitation is unlawful. Any shares referred to herein may not be offered or
sold in the United States unless registered under the United States Securities
Act of 1933, as amended (the "Securities Act") except to qualified
institutional buyers as defined in, and in reliance on, Rule 144A under the
Securities Act or pursuant to another exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. The Offering
and sale of Shares referred to herein has not been and will not be registered
under the Securities Act or under the applicable securities laws of Australia,
Canada, Japan or South Africa. Subject to certain exceptions, the Shares
referred to herein may not be offered or sold in Australia, Canada, Japan or
South Africa or to, or for the account or benefit of, any national, resident
or citizen of Australia, Canada, Japan or South Africa. There will be no
public offer of the Shares in the United States, Australia, Canada, Japan,
South Africa or elsewhere.

In the United Kingdom, this announcement is being distributed only to, and is
directed only at, persons who: (A) (i) are "investment professionals"
specified in Article 19(5) of the Financial Services and Markets Act
(Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) fall
within Article 49(2)(a) to (d) of the Order (and only where the conditions
contained in those Articles have been, or will at the relevant time be,
satisfied); and (B) are "qualified investors" within the meaning of Article
2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part
of UK law by virtue of the European Union (Withdrawal) Act 2018; and (C)
persons to whom it may otherwise lawfully be communicated (all such persons
together being referred to as "Relevant Persons").

In the European Economic Area (the "EEA"), this announcement is addressed only
to and directed only at, persons in member states who are "qualified
investors" within the meaning of Article 2(e) of the Prospectus Regulation
(Regulation ((EU) 2017/1129) ("Qualified Investors").

This announcement must not be acted on or relied on (i) in the United Kingdom,
by persons who are not Relevant Persons, and (ii) in any member state of the
EEA, by persons who are not Qualified Investors. Any investment or investment
activity to which this announcement relates is available only to: (i) in the
United Kingdom, Relevant Persons; and (ii) in any member state of the EEA,
Qualified Investors, and will be engaged in only with such persons.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These statements reflect
beliefs of the Directors (including based on their expectations arising from
pursuit of the Group's strategy) as well as assumptions made by the Directors
and information currently available to the Group. Although the Directors
consider that these beliefs and assumptions are reasonable, by their nature,
forward-looking statements involve known and unknown risks, uncertainties,
assumptions and other factors that may cause the Group's actual financial
condition, results of operations, cash flows, liquidity or prospects to be
materially different from any future such metric expressed or implied by such
statements. Past performance cannot be relied upon as a guide to future
performance and should not be taken as a representation that trends or
activities underlying past performance will continue in the future.
Forward-looking statements speak only as of the date they are made. No
representation is made or will be made that any forward-looking statements
will come to pass or prove to be correct.

Any subscription or purchase of Shares in the Offering should be made solely
on the basis of information contained in the Prospectus which has been issued
by the Company in connection with the Offering. The information in this
announcement is subject to change. Before subscribing for or purchasing any
Shares, persons viewing this announcement should ensure that they fully
understand and accept the risks which will be set out in the Prospectus. No
reliance may be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. This announcement  does not
constitute any offer or invitation to sell or issue, or any solicitation of
any offer to purchase or subscribe for any Shares or any other securities nor
shall it (or any part of it) or the fact of its distribution, form the basis
of, or be relied on in connection with, any contract therefor.

The date of Admission may be influenced by a variety of factors which include
market conditions. The Company may decide not to go ahead with the Offering
and there is therefore no guarantee that Admission will occur. You should not
base any financial decision on this announcement. Acquiring investments to
which this announcement relates may expose an investor to a significant risk
of losing all of the amount invested.

Persons considering making investments should consult an authorised person
specialising in advising on such investments. This announcement does not
constitute a recommendation concerning the Offering. The value of shares can
decrease as well as increase. Potential investors should consult a
professional adviser as to the suitability of the Offering for the person
concerned. Nothing contained herein constitutes or should be construed as (i)
investment, tax, financial, accounting or legal advice, (ii) a representation
that any investment or strategy is suitable or appropriate to your individual
circumstances, or (iii) a personal recommendation to you.

Unless otherwise indicated, market, industry and competitive position data are
estimates (and accordingly, approximate) and should be treated with caution.
Such information has not been audited or independently verified, nor has the
Group ascertained the underlying economic assumptions relied upon therein.

Citigroup Global Markets Limited ("Citigroup") and its affiliates, as defined
under Rule 501(b) of Regulation D under the Securities Act ("affiliates"),
expressly disclaims any obligation or undertaking to update, review or revise
any forward-looking statement or any other information contained in this
announcement whether as a result of new information, future developments or
otherwise, except to the extent required by applicable law.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Citigroup by the FSMA or the regulatory regime established thereunder, or
under the regulatory regime of any jurisdiction where exclusion of liability
under the relevant regulatory regime would be illegal, void or unenforceable,
neither Citigroup nor any of its affiliates or any of its or its affiliates'
directors, officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for/or makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of the information in
this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for any loss
howsoever arising from any use of the announcement or its contents or
otherwise arising in connection therewith.

Citigroup is acting exclusively for the Company and no one else in connection
with the Offering. They will not regard any other person as their respective
clients in relation to the Offering and will not be responsible to anyone
other than the Company, for providing the protections afforded to their
respective clients, nor for providing advice in relation to the Offering, the
contents of this announcement or any transaction, arrangement or other matter
referred to herein.

Citigroup is authorised by the Prudential Regulation Authority (the "PRA") and
regulated in the United Kingdom by the PRA and the FCA.

In connection with the Offering, Citigroup and any of its affiliates, may take
up a portion of the Shares as a principal position and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their own accounts
in such Shares and other securities of the Company or related investments in
connection with the Offering or otherwise. Accordingly, references in the
Prospectus to the Shares being issued, offered, subscribed, acquired, placed
or otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by Citigroup and any of its
affiliates acting in such capacity. In addition, Citigroup and any of its
affiliates may enter into financing arrangements (including swaps or contracts
for differences) with investors in connection with which they may from time to
time acquire, hold or dispose of Shares. Neither Citigroup nor any of its
affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligations to do so.

 

 

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