GRTB.L Regulatory News (GRTB)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

25 SEPTEMBER 2017

GUARANTY TRUST BANK PLC LAUNCHES CASH TENDER OFFERIN RESPECT OF U.S.$400,000,000 6.000 PER CENT. NOTES DUE 2018

Guaranty Trust Bank plc (the "Offeror") has today invited holders of its U.S.$400,000,000 6.000 per cent. Notes due 2018 (the "Securities") to tender any and all of their Securities for purchase by the Offeror for cash (the "Offer") on the terms of, and subject to the conditions contained in, a tender offer memorandum dated 25 September 2017 (the "Tender Offer Memorandum"). Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.

The Securities were originally issued by GTB Finance B.V. and unconditionally and irrevocably guaranteed by the Offeror. On 24 April 2017, the Offeror was substituted in place of GTB Finance B.V. as issuer of the Securities, as permitted under the terms and conditions of the Securities, by a supplemental trust deed between GTB Finance B.V., the Offeror and Deutsche Trustee Company Limited, as trustee.

Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.

Rationale for the Offer

Through the Offer, the Offeror seeks to deploy its available U.S. dollar liquidity to the repurchase of the Securities ahead of the scheduled maturity in November 2018. This liability management exercise allows the Offeror to efficiently manage its liquidity by addressing debt maturing in 2018. The extent to which this goal can be achieved through the Offer will depend on the number of Securities that will be tendered in the Offer, given the voluntary nature of the Offer.

Any Securities purchased by the Offeror will be surrendered for cancellation to the principal paying agent in respect of the Securities.

Total Consideration

If the Offeror decides to accept valid tenders of Securities pursuant to the Offer, the total amount the Offeror will pay Holders on the Settlement Date for each U.S.$1,000 in principal amount of Securities accepted for purchase pursuant to the Offer will be an amount (rounded to the nearest U.S.$0.01 with U.S.$0.005 being rounded upwards) equal to:

(a) the Purchase Price; and

(b) Accrued Interest on such U.S.$1,000 in principal amount.

If, following acceptance of Securities for purchase by the Offeror pursuant to the Offer and following purchase of the relevant Securities on the Settlement Date, a Holder continues to hold in its account with the relevant Clearing System less than U.S.$200,000 in principal amount of Securities, in order to ensure that it will be possible to trade any residual holding in the Clearing Systems such Holder would need to purchase an additional principal amount of Securities such that its aggregate holding amounts to at least U.S.$200,000.

Purchase Price

The Offeror will pay for Securities accepted by it for purchase pursuant to the Offer at the fixed Purchase Price of U.S.$1,025 per U.S.$1,000 in principal amount of such Securities.

Accrued Interest

An amount equal to accrued and unpaid interest will also be paid as consideration in respect of all Securities validly tendered and delivered (and not validly withdrawn) and accepted for purchase by the Offeror pursuant to the Offer from, and including, the immediately preceding interest payment date for the Securities to, but excluding, the Settlement Date.

Offer Period and Results

The Offer commences on 25 September 2017 and will end at the Expiration Deadline. If the Expiration Deadline is extended by the Offeror, an announcement to that effect will be made by or on behalf of the Offeror by the means described in the Tender Offer Memorandum no later than 9:00 a.m. (New York City time), on the next Business Day after the previously scheduled Expiration Deadline.

The relevant deadline set by any intermediary or the Clearing Systems for the submission of Tender Instructions may be earlier than this deadline.

The results of the Offer are expected to be announced on or about 4 October 2017. The Offeror will announce the aggregate principal amount of Securities accepted for purchase. Such information will be notified to Holders as described in the Tender Offer Memorandum and shall, absent manifest error, be final and binding on the Offeror and the Holders.

Once the Offeror has announced the results of the Offer in accordance with applicable law, the Offeror's acceptance of Tender Instructions in accordance with the terms of the Offer will be irrevocable. Tender Instructions which are so accepted will constitute binding obligations of the submitting Holders and the Offeror to settle the Offer.

In order to receive the Purchase Price and Accrued Interest, holders of Securities must validly tender their Securities by the Expiration Deadline, by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline. Any amount tendered must be equal to or greater than the Minimum Denomination of U.S.$200,000. See the Tender Offer Memorandum for further details on submitting a Tender Instruction.

Announcements in connection with the Offer will be made by the issue of a press release through the relevant Reuters International Insider Screen, the London Stock Exchange and on a recognised financial news service or services (e.g. Reuters/Bloomberg) as selected by the Offeror and by the delivery of notices to the Clearing Systems, for communication to Direct Participants. Copies of all announcements, notices and press releases can also be obtained from the Tender Agent, the contact details for which are set out below.

INDICATIVE TIMETABLE

The following table sets out the expected dates and times of the key events relating to the Offer. This is an indicative timetable and is subject to change.

The above dates and times are subject, where applicable, to the right of the Offeror to extend, re-open, amend, and/or terminate the Offer, subject to applicable laws. Holders of Securities are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would require to receive instructions to participate in, or withdraw their instruction to participate in, the Offer before the deadlines set out above.

Holders of Securities are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offer.

FURTHER INFORMATION

Lucid Issuer Services Limited has been appointed by the Offeror as tender agent in respect of the Securities (the "Tender Agent") for the purposes of the Offer.

Exotix Partners LLP, J.P. Morgan Securities plc and Morgan Stanley & Co. International plc have been appointed as Dealer Managers in connection with the Offer (the "Dealer Managers").

Holders of Securities may access the Tender Offer Memorandum and the relevant forms of notice of guaranteed delivery (as described in the Tender Offer Memorandum) at https://portal.lucid-is.com.

Requests for information in relation to the Offer should be directed to:

DEALER MANAGERS

Requests for information in relation to the procedures for tendering Securities in, and for any documents or materials relating to, the Offer should be directed to:

TENDER AGENTLucid Issuer Services LimitedTankerton Works12 Argyle WalkLondon WC1H 8HAUnited Kingdom+44 20 7704 0880Facsimile: +44 20 7067 9098Attention: Paul KammingaEmail: gtb@lucid-is.com

Website: https://portal.lucid-is.com

NOTICE AND DISCLAIMER

Subject to applicable law, the Offeror or any of its affiliates may at any time and from time to time following completion of the Offer, purchase remaining outstanding Securities by tender, in the open market, by private agreement or otherwise on such terms and for such consideration and/or at such prices as the Offeror or, if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favorable than those offered pursuant to the Offer.

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Offer. If any holder of Securities is in any doubt as to the action it should take, it is recommended to seek its own legal, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer. None of the Offeror, the Dealer Managers, the Tender Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Securities should participate in the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute an offer or an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.

United Kingdom

This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (i) those persons who are existing members or creditors of the Offeror or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and (ii) any other persons to whom these documents and/or materials may lawfully be communicated.

This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not addressed to or directed at any other person, including any retail clients within the meaning of the rules, regulations and guidance issued by the Financial Conduct Authority and such other persons should not act or rely upon it.

Belgium

None of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit financiële diensten en markten) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and none of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offer is not being made, directly or indirectly, to the public in France. None of this announcement, the Tender Offer Memorandum, nor any other documents or offering materials relating to the Offer, has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offer. Neither this announcement nor the Tender Offer Memorandum have been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations.

The Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

Holders or beneficial owners of the Securities that are located in Italy can tender Securities for purchase in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Offer.

Nigeria

The Offer is not being made, directly or indirectly, in the Federal Republic of Nigeria ("Nigeria"), except in compliance with the laws of Nigeria. None of this Announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer has been or shall be distributed to the public in Nigeria and only Holders in Nigeria or their representatives are eligible to participate in the Offer. Neither this Announcement nor the Tender Offer Memorandum have been, and they will not be, submitted for clearance to nor approved by the Securities and Exchange Commission of Nigeria.

Switzerland

None of this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offer constitutes a prospectus pursuant to Article 652a or Article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd. or any other regulated trading facility in Switzerland. Accordingly, the investor protection rules otherwise applicable to investors in Switzerland do not apply to the Offer and the information presented in this announcement or the Tender Offer Memorandum does not comply with the information standards set out in the SIX Swiss Exchange listing rules.

General

The Offer does not constitute an offer to buy or the solicitation of an offer to sell Securities in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offer to be made by a licensed broker or dealer and any of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.

Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offer" in the Tender Offer Memorandum. Any tender of Securities for purchase pursuant to an Offer from a Holder that is unable to make these representations may be rejected. Each of the Offeror, the Dealer Managers and the Tender Agent reserves the right, in their absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to the Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender may be rejected.

This announcement is made by:

Guaranty Trust Bank PlcPlot 635Akin Adesola StreetVictoria Island, LagosNigeria

This announcement is made by Miriam Olusanya, Head, Wholesale Banking Division and Lara Ogunlaja, Head, Corporate Finance Group, on behalf of Guaranty Trust Bank Plc and constitutes a public disclosure of inside information under Regulation (EU) 596/2014 (16 April 2014).