GTCO Plans Major Capital Raise With Proposed N500bn Share Offering

Guaranty Trust Holding Company Plc (GTCO PLC) has filed a preliminary “red herring” prospectus with the Securities and Exchange Commission (SEC) for a proposed subscription offering of ordinary shares, aiming to raise up to N500 billion.

The exact number of shares and price range for the offering are yet to be determined.

The notice, issued in reliance on Rule 283 of the SEC Rules & Regulations in Nigeria, states, “This notice does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any sale of securities will be made only by a prospectus duly registered by the SEC by the Investments and Securities Act, No. 29, 2007, and the SEC Rules.”

The net proceeds from the offering will be used to support the growth and expansion of the GTCOPLC Group’s businesses, including investments in technology infrastructure, establishment of new subsidiaries, selective acquisitions of non-banking businesses, and recapitalization of Guaranty Trust Bank Limited.

The offering will target eligible institutional and retail investors within Nigeria and qualified institutional buyers outside Nigeria. The offering is anticipated to open by July 2024.

Concurrently, GTCO PLC has also filed a preliminary universal shelf registration statement to establish a multi-currency securities issuance program, allowing it to raise to $750 million or the equivalent in Nigerian Naira in the Nigerian and international capital markets during the program’s validity period. The proposed offering will be the first issuance under this program.

For clarity, the notice specifies, “This notice does not constitute an offer of securities for sale in the United States or to U.S. persons, as defined in Regulation S under the U.S. Securities Act of 1933. The offered shares have not been, and will not 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 exemption from registration requirements.”