GRTB.L Regulatory News (GRTB)

23 Aug 2007 08:12

Guaranty Trust Bank PLC23 August 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANYOTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. This announcement is not an offer for sale of ordinary shares or globaldepositary receipts in Guaranty Trust Bank plc ("GTBank"). Ordinary shares orglobal 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 offeredor sold in the United States absent registration or an exemption from theregistration requirements of the Securities Act. GTBank does not intend toregister the securities or conduct a public offering in the United States. This announcement does not constitute an offer of securities to the public inthe United Kingdom. This communication is directed only at (i) persons who areoutside the United Kingdom or (ii) investment professionals falling withinArticle 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (as amended) (the "FP Order") and (iii) high net worthcompanies, unincorporated associations etc and other persons to whom it maylawfully be communicated, falling within Article 49(2) of the FP Order (all suchpersons together being referred to as "relevant persons"). Any investmentactivity to which this communication relates will only be available to and willonly be engaged in with, relevant persons. Any person who is not a relevantperson should not act or rely on this document or any of its contents. 22/08/07 PRESS RELEASE Guaranty Trust Bank announces exercise of over-allotment option Guaranty Trust Bank plc ("GTBank"), a Nigerian-based full service bank, todayannounced that in connection with its offering of ordinary shares (the "Shares")in the form of global depositary receipts ("GDRs"), JPMorgan and Morgan Stanleyhave exercised the over-allotment option granted to them by GTBank with respectto 331,415,650 Shares in the form of 6,628,313 GDRs. The over-allotment optionwas exercised at the offer price of $11.20 per GDR. GTBank plans to use the net proceeds of the offering to fund expansion andrefurbishment of its branch network; strategic business development includingATM rollout, enhancing call centres and other electronic banking servicechannels; increasing its equity investment in existing subsidiaries, includingits 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 ITinfrastructure, including hardware, data warehousing, and other customerrelationship management applications. JPMorgan and Morgan Stanley acted as Joint Bookrunners of the offering.Afrinvest acted as Local Coordinator. About GTBank GTBank is a Nigerian bank that offers a wide range of financial services andproducts 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 ATMsand three cash centres in Nigeria, as well as other branches of its subsidiariesin The Gambia, Sierra Leone and Ghana. GTBank has three non-bankingsubsidiaries, Guaranty Trust Assurance Plc, which provides insurance services inNigeria, GTB Registrars Limited, a securities registrar and GTB Finance B.V., afinance subsidiary located in the Netherlands. Contact details: GTBank Segun Agbaje Tel: +234 (1) 262 2696Deputy Managing Director, GTBank This announcement is only addressed to and directed at persons in member statesof the European Economic Area ("EEA") who are qualified investors within themeaning of the Article 2(1)(e) of the EU Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive). Any person in the EEA who acquiressecurities or to whom an offer of securities is made shall be deemed to haveacknowledged and agreed that they are such a qualified investor. *** This announcement is an advertisement (within the meaning of the ProspectusRules of the FSA) and not a prospectus. Investors should not subscribe for orpurchase any global depositary receipts or other securities referred to in thisannouncement except on the basis of information in the prospectus to bepublished by GTBank in due course in connection with the admission of the globaldepositary receipts to the Official List of the Financial Services Authority.Copies of the prospectus will, following publication, be available, free ofcharge, at GTBank's registered office. This announcement does not constituteor form part of any offer or invitation to sell or issue, or any solicitation ofany offer to purchase or subscribe for, any global depositary receipts or othersecurities of GTBank, nor shall any part of it nor the fact of its distributionform part of or be relied on in connection with any contract or investmentdecision relating thereto, nor does it constitute a recommendation regarding thesecurities of GTBank. In connection with the offering, JPMorgan (the "Stabilising Manager") or anyperson acting on behalf of the Stabilising Manager may over-allot GDRs or effecttransactions with a view to supporting the market price of the GDRs at a levelhigher than that which might otherwise prevail. However, there is no assurancethat the Stabilising Manager (or any persons acting on behalf of the StabilisingManager) will undertake stabilisation action. Any stabilisation action may beginon or after the date on which adequate public disclosure of the terms of theoffer of the GDRs is made and, if begun, may be ended at any time without anynotice and must be brought to an end after a limited period. In connection with the offering, JPMorgan or any person acting for it, asStabilising Manager, may, for stabilisation purposes, over-allot GDRs up to amaximum 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 fromany such over-allotments and/or from sales of GDRs effected by it during thestabilising period, GTBank has granted JPMorgan and Morgan Stanley an over-allotment option pursuant to which the JPMorgan and Morgan Stanley may requireGTBank to issue additional shares, to be issued by the depositary as GDRs, up toa 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 isexercisable in whole, upon notice by JPMorgan and Morgan Stanley at any time onor before the 30th calendar day after the announcement of the price of GDRs inthe offering. Any GDRs made available pursuant to the over-allotment option willbe issued on the same terms and conditions as the GDRs being issued in theoffering 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 theUnited Kingdom by the Financial Services Authority, are acting exclusively forGTBank and no one else in connection with the offering of the global depositaryreceipts. JPMorgan and Morgan Stanley will not be responsible to anyone otherthan GTBank for providing the protections afforded to clients of JPMorgan andMorgan Stanley nor for providing advice in relation to such offering or inrelation 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 shallhave no liability for any information in it relating to GTBank. This information is provided by RNS The company news service from the London Stock Exchange