GRTB.L Regulatory News (GRTB)

23 Jul 2007 07:00

Guaranty Trust Bank PLC 20 July 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. This announcement is not an offer for sale of ordinary shares or global depositary receipts in Guaranty Trust Bank plc ('GTBank'). Ordinary shares or global depositary receipts of GTBank have not been registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. GTBank does not intend to register the securities or conduct a public offering in the United States. This announcement does not constitute an offer of securities to the public in the United Kingdom. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'FP Order') and (iii) high net worth companies, unincorporated associations etc and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the FP Order (all such persons together being referred to as 'relevant persons'). Any investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. 20/07/07 PRESS RELEASE Guaranty Trust Bank announces offer price of $11.2 per GDR Guaranty Trust Bank plc ('GTBank'), a Nigerian-based full service bank, today announced the pricing for its offering of global depositary receipts ('GDRs') listed on the London Stock Exchange. The price per GDR has been set at $11.20. Summary of offer • Offer price set at $11.20 per GDR resulting in a market capitalisation for GTBank of approximately $2,990 million • Offer raises gross proceeds of approximately $750 million, excluding the over-allotment option • Offer comprises a total of 67 million newly issued GDRs excluding the over-allotment option, with 1 GDR representing 50 ordinary shares • GDRs will be listed on the London Stock Exchange under the symbol GRTB • Conditional dealing expected to commence on the International Order Book of the London Stock Exchange at 9 a.m. on 23 July 2007 • GDR Investors will own approximately 21 per cent. of the enlarged issued share capital of the Bank, before allowing for shares sold pursuant to the over-allotment option GTBank has granted to JPMorgan and Morgan Stanley, as Joint Bookrunners, the right to purchase additional GDRs representing up to 15 per cent. of the total offer at the offer price to cover over-allotments, if any. GTBank plans to use the net proceeds of the offering to fund expansion and refurbishment of its branch network; strategic business development including ATM rollout, enhancing call centres and other electronic banking service channels; increasing its equity investment in existing subsidiaries, including its banking subsidiaries in West Africa and Guaranty Trust Assurance Plc, GTBank's insurance subsidiary; further regional expansion into West Africa; increasing its working capital; and expansion and upgrading of its IT infrastructure, including hardware, data warehousing, and other customer relationship management applications. JPMorgan and Morgan Stanley are acting as Joint Bookrunners of the offering. Afrinvest is acting as Local Coordinator. The offering is subject to receipt of all necessary regulatory approvals, including the relevant registrations and approvals by the U.K. Financial Services Authority ('FSA'). About GTBank GTBank is a Nigerian bank that offers a wide range of financial services and products throughout Nigeria and in the West-African sub-region. GTBank has three offshore banking subsidiaries - Guaranty Trust Bank (Gambia) Ltd., Guaranty Trust Bank (Sierra Leone) Ltd. and Guaranty Trust Bank (Ghana) Limited. GTBank services its retail customers through 104 branches, 113 ATMs and three cash centres in Nigeria, as well as other branches of its subsidiaries in The Gambia, Sierra Leone and Ghana. GTBank has three non-banking subsidiaries, Guaranty Trust Assurance Plc, which provides insurance services in Nigeria, GTB Registrars Limited, a securities registrar and GTB Finance B.V., a finance subsidiary located in the Netherlands. Contact details: GTBank Segun Agbaje Tel: +234 (1) 262 2696 Deputy Managing Director, GTBank This announcement is only addressed to and directed at persons in member states of the European Economic Area ('EEA') who are qualified investors within the meaning of the Article 2(1)(e) of the EU Prospectus Directive (Directive 2003/71 /EC) (the 'Prospectus Directive). Any person in the EEA who acquires securities or to whom an offer of securities is made shall be deemed to have acknowledged and agreed that they are such a qualified investor. *** This announcement is an advertisement (within the meaning of the Prospectus Rules of the FSA) and not a prospectus. Investors should not subscribe for or purchase any global depositary receipts or other securities referred to in this announcement except on the basis of information in the prospectus to be published by GTBank in due course in connection with the admission of the global depositary receipts to the Official List of the Financial Services Authority. Copies of the prospectus will, following publication, be available, free of charge, at GTBank's registered office. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any global depositary receipts or other securities of GTBank, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of GTBank. In connection with the offering, JPMorgan (the 'Stabilising Manager') or any person acting on behalf of the Stabilising Manager may over-allot GDRs or effect transactions with a view to supporting the market price of the GDRs at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the GDRs is made and, if begun, may be ended at any time without any notice and must be brought to an end after a limited period. In connection with the offering, JPMorgan or any person acting for it, as Stabilising Manager, may, for stabilisation purposes, over-allot GDRs up to a maximum of 20 per cent. of the total number of GDRs comprised in the offering. For the purposes of allowing JPMorgan to cover short positions resulting from any such over-allotments and/or from sales of GDRs effected by it during the stabilising period, GTBank has granted JPMorgan and Morgan Stanley an over- allotment option pursuant to which the JPMorgan and Morgan Stanley may require GTBank to issue additional shares, to be issued by the depositary as GDRs, up to a maximum of 15 per cent. of the total number of GDRs comprised in the offering, at the price of the GDRs in the offering. The over-allotment option is exercisable in whole, upon notice by JPMorgan and Morgan Stanley at any time on or before the 30th calendar day after the announcement of the price of GDRs in the offering. Any GDRs made available pursuant to the over-allotment option will be issued on the same terms and conditions as the GDRs being issued in the offering and will form a single class for all purposes with the other GDRs. JPMorgan and Morgan Stanley, both of whom are authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for GTBank and no one else in connection with the offering of the global depositary receipts. JPMorgan and Morgan Stanley will not be responsible to anyone other than GTBank for providing the protections afforded to clients of JPMorgan and Morgan Stanley nor for providing advice in relation to such offering or in relation to the contents of this announcement or for any other transaction, arrangement or matters referred to in this announcement. This announcement has been issued by and is solely the responsibility of GTBank. JPMorgan and Morgan Stanley, and their respective affiliates and agents shall have no liability for any information in it relating to GTBank.