9 Dec 2020 08:55
GUARANTY TRUST BANK PLC
Guaranty Trust Bank PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
FOR IMMEDIATE RELEASE
Lagos, Nigeria - December 8, 2020
CORPORATE REORGANISATION TO FINANCIAL HOLDING COMPANY; GUARANTY TRUST BANK PLC OBTAINS SHAREHOLDER APPROVAL FOR THE RESTRUCTURING
NOTICE OF INTENDED DELISTING OF THE GLOBAL DEPOSITARY RECEIPTS
Guaranty Trust Bank Plc (GTBank or the Bank) is pleased to announce that on December 4, 2020, it received shareholder approval for the reorganisation of the Bank to a financial holding company (the Restructuring), which will be implemented by means of a scheme of arrangement between the Bank and its shareholders pursuant to the Companies and Allied Matters Act (the Scheme).
On December 4, 2020, at a meeting of shareholders convened pursuant to an order of the Federal High Court of Nigeria to consider the Scheme, the relevant resolution was approved by shareholders of the Bank. This key step in the restructuring timeline has now initiated the next stage of the process, which is due to culminate with the formal sanctioning of the scheme of arrangement by the Federal High Court of Nigeria. Sequel to the foregoing and subject to receipt of all regulatory approvals, the restructuring and insertion of the new intermediate controller, Guaranty Trust Holding Company PLC (Guaranty Trust Holding), is expected to take effect subsequently.
The expected effective date of the Restructuring is subject to further confirmation.
Notice of Intended Delisting of Global Depositary Receipts
In accordance with the provisions of Listing Rule 5.2.8R, the Bank gives notice of the intended cancellation of the listing of the GDRs (ISIN: US40124Q2084) from the Official List of the United Kingdom (UK) Financial Conduct Authority and the cancellation of the admission of the GDRs from the London Stock Exchange.
Overview of the Restructuring
As announced on November 5, 2020, under the Restructuring, it is proposed that the issued shares in the Bank will be exchanged on a one-for-one basis for the shares in Guaranty Trust Holding. The Bank's existing Global Depositary Receipts (GDRs) are also proposed to be exchanged on a one-for-one basis for new GDRs to be issued by Guaranty Trust Holding.
The Board of Directors of GTBank made the decision to embark on the Restructuring following a comprehensive strategic evaluation of the operating and competitive environment of the Nigerian banking sector in the near term. The Board expects that the financial holding Company will have greater strategic flexibility to adapt to future business opportunities as well as market and regulatory changes than is currently the case.
Subject to receipt of the approval of the relevant regulatory authorities and sanction of the Federal High Court of Nigeria, the holding company will have an organisational structure similar to that used by a significant number of major financial institutions globally.
Guaranty Trust Holding will be regulated by the Central Bank of Nigeria (CBN) as an Other Financial Institution and listed on the Official List of The Nigerian Stock Exchange (The NSE), with a listing of global depositary receipts on the London Stock Exchange (the LSE). Concurrently, the Bank will be delisted from the Official List of The NSE and the LSE, and re-registered as a private limited liability company under the relevant provisions of Nigeria's corporate legislation.
GTBank will continue to be subject to the full suite of CBN banking regulations.
About GTBank:
The Group (comprising the Bank and its banking subsidiaries) is a leading African banking group. The Group's principal business is conducted in Nigeria, directly through the Bank where it offers a wide range of commercial banking services to corporate and retail customers. The Bank also provides commercial banking services to individuals and institutions through its banking subsidiaries in Gambia, Sierra Leone, Ghana, Liberia, Cote D'Ivoire, Tanzania, Kenya, Uganda, Rwanda and the United Kingdom.
Thank you.
For: GUARANTY TRUST BANK PLC
ERHI OBEBEDUO
Company Secretary
Enquiries: GTBank
Oyinade Adegite
Head, Corporate Communication
cea@gtbank.com
+234-1-2715227
Golden Nwaiwu,
Head, Investor Relations
ir@gtbank.com
Forward-Looking Statements
This announcement may contain certain forward-looking statements. These forward-looking statements include all matters that are not historical facts and involve risks and uncertainties that could cause the actual results of operations, financial condition, prospects and the development of the Nigerian banking sector to differ materially from the impression created by these forward-looking statements. The Bank does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Do not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.