GTCO launches $105 million equity Offering on London Stock Exchange, plans GDR to equity conversion

GTCO Headquarters

Guaranty Trust Holding Company Plc (GTCO), has launched a fully marketed offering of 2,288,250,000 new ordinary shares at $0.0459 each to raise gross proceeds of $105,030,675 on the London Stock Exchange.

This offering follows the Central Bank of Nigeria’s (CBN) Circular issued on March 28, 2024, mandating that GTBank Nigeria, an international commercial bank with international banking authorization, maintain a minimum capital of ₦500 billion by March 31, 2026, while adhering to Capital Adequacy Ratio (CAR) requirements. GTCO previously raised ₦209 billion in July 2024 as the first tranche of its equity capital raise program, and this offering further ensures GTBank Nigeria’s compliance with the CBN’s directive. 

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The net proceeds, after approximately $6 million in fees and expenses (including VAT, commissions, and professional fees), will be allocated as follows: 94.3% for the recapitalization of GTBank Nigeria to support branch network expansion, asset growth (loans/advances and investment securities portfolio), technology and information infrastructure fortification, and to leverage emerging opportunities in Nigeria and other markets where GTBank Nigeria operates; and 5.7% for pursuing growth and expansion through potential acquisitions in pension fund administration and asset management businesses. As of the prospectus date, no specific acquisition targets have been identified, and no substantive discussions have been initiated.

GTCO has also applied to cancel the listing and trading of its Global Depositary Receipts (GDRs) on the London Stock Exchange, transitioning to ordinary shares by July 31, 2025, to enhance liquidity and facilitate future international capital raises. Upon admission, GTCO expects to achieve a free float of approximately 99% of its issued and to-be-issued share capital.

The offering targets certain institutional investors and aims to sustain GTCO’s profile with the international investment community while establishing a market for its shares to support future equity capital market access.

Advisers and Key Parties:

- Legal Advisers to GTCO: White & Case LLP (English and U.S. law), Banwo & Ighodalo (Nigerian law), Aluko & Oyebode (Nigerian law), N. dowuona & company l (ALN Ghana) (Ghanaian law).

-Nigerian Financial Adviser: Chapel Hill Denham Advisory Limited.

-Auditors: EY

- Nigerian Registrar: DataMax Registrars Limited.

- DI Depository: Equiniti Financial Services Limited.

- Sole Global Coordinator and Bookrunner: Citigroup Global Capital Markets Inc.

- Legal Advisers to Sole Global Coordinator and Bookrunner: Clifford Chance (English and U.S. law), Udo Udoma & Belo-Osagie (Nigerian law).