REG - Guaranty Trust Hldng - RESULT OF EQUITY ISSUE

Guaranty Trust HoldingAnnouncement

03/07/2025 17:45

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RNS Number : 6942P  Guaranty Trust Holding Company PLC  03 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 a prospectus in its final form (together with any supplementary
prospectus, if relevant, the "Prospectus"), including the risk factors set out
therein, that will be published by the Company (as defined below) in due
course, following the approval by the FCA, 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. A copy of the
Prospectus will, following the publication, be available for inspection from
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.

3 July 2025

 

GUARANTY TRUST HOLDING COMPANY PLC

Successful Pricing of $105m Primary Equity Offering on the

London Stock Exchange's Main Market for Listed Securities

 

 

·      Following the Company's announcement on 2 July 2025, Guaranty
Trust Holding Company Plc ("GTCO" or the "Company" and, together with its
subsidiaries, the "Group") today announces the successful pricing of its fully
marketed offering on the London Stock Exchange (the "Offering").

·      A total of approximately 2.29 billion new ordinary shares in the
Company will be issued in US dollars at a reference price of 70.00 Naira per
share ($0.0459) (the "Offering Price"), raising gross proceeds of $105
million.

·      Concurrently with the Offering announcement, the Company also
gave notice of its intention to cancel the listing of its existing GDRs on the
certificates representing certain securities (depositary receipts) category of
the Official List of the United Kingdom Financial Conduct Authority ("FCA")
and (ii) the admission to trading of GDRs on the London Stock Exchange's main
market for listed securities.

·      In place of the GDR listing, the Company intends for all of the
ordinary shares of the Company (the "Shares") to be admitted 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 (together, "Admission").

·      The Offering is conditional upon, amongst other things, Admission
becoming effective and upon the Underwriting Agreement not being terminated in
accordance with its terms.

·      The Company is not making any arrangements for dealing prior to
Admission in respect of the Shares being issued in connection with the
Offering.

·      It is expected that Admission and unconditional dealing in the
Shares will become effective on or before 8.00 a.m.(UK time) on 9 July 2025
under the ticker "GTHC". Following the cancellation of the GDRs listing, the
Company intends to change the ticker symbol for the Shares from "GTHC" to
"GTCO" and will issue a separate announcement in due course to that effect.

·      Immediately following Admission, the Company's issued share
capital will be 36,425,229,514 Shares. The number of Shares in public hands
will be 36,386,972,252 Shares or approximately 99.9% of the Company's issued
share capital.

·      The cancellation of the GDR listing is expected to take effect no
later than 31 July 2025.

·      Full details of the Offering and Admission will be included in
the Prospectus, which is expected to be published tomorrow, following the FCA
approval, and will be available on the Company's website (www.gtcoplc.com).

·      Citigroup Global Markets Limited ("Citigroup") acted as Sole
Global Coordinator and Sole Bookrunner in connection with the Offering.

 

 

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

 

 

Expected Timetable of Principal Events

 

The timetable below sets out the expected key dates for Admission and the
Offering:

 

 Event                                                                                                                          Date and time
 Launch of the Offering; Announcement of the intention to de-list the                                                           2 July 2025
 GDRs..................................
 Book-building relating to the                                                                                                  2 July 2025
 Offering............................................................................................
 Setting of Offering                                                                                                            3 July 2025
 Price.................................................................................................................
 Announcement of Offering                                                                                                       3 July 2025
 results..................................................................................................
 Publication of the                                                                                                             4 July 2025
 Prospectus..........................................................................................................
 Admission and commencement of dealings in the Offering                                                                         8.00 a.m. on 9 July 2025
 Shares.................................................
 CREST accounts credited with DIs in respect of the Offering                                                                    As soon as possible after 8.00 a.m. on 9 July 2025
 Shares.............................................
 Despatch of Offering Share certificates (where                                                                                 By no later than 9 July 2025
 applicable).............................................................
 GDR holders able to deposit GDRs and receive DIs following submission of                                                       From 9 July 2025*
 request to exchange GDRs for DIs by GDR
 holders.............................................................................................................
 Last date to for submitting valid requests for exchange of GDRs for DIs for                                                    24 July 2025**
 issue of the DIs on the GDR Delisting Date (the "Delisting Exchange Deadline")
 GDR Delisting                                                                                                                  31 July 2025
 Date........................................................................................................................
 Latest date for issue of DIs for GDR holders who have submitted a valid                                                        31 July 2025
 request for exchange of their GDRs to DIs by the Delisting Exchange Deadline
 Issue of DIs to the CREST accounts/custodians for Euroclear, Clearstream or                                                    31 July 2025
 DTC, as applicable, for onward settlement of the interest for any GDR holders
 who have not submitted a valid request for exchange of their GDRs either into
 Shares or DIs by the Delisting Exchange Deadline

__________

 

 

 

Notes

* The timing presented assumes that a request by the GDR holder to exchange
their GDRs for DIs was received on 2 July 2025.  The exchange of GDRs for DIs
is expected to occur five (5) business days following the DI Depository's
receipt of a valid request from a GDR holder.

** The exchange of GDRs for DIs is expected to occur five (5) business days
following the DI Depository's receipt of the request from the GDR holder.

 

All references to times in the above timetable are to London time.  Each of
the times and dates in the above timetable is subject to change without
further notice.

 

 

 

Important Notice

The contents of this announcement, which has been prepared by and this sole
responsibility of the Company, has been approved by Citigroup Global Markets
Limited ("Citigroup") solely for the purposes of section 21(2)(b) of the
Financial Services and Markets Act 2000 (as amended).

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 is expected to
be published 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 when
published. No reliance may be placed for any purpose on the information
contained in this announcement or its accuracy or completeness. Neither this
announcement, nor anything contained in the Prospectus referred to herein,
shall form the basis of or 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. Neither this announcement, nor
the Prospectus referred to herein, constitutes 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 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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