GTCO Notice of Proposed Offering


This notice is issued in reliance on Rule 283 of the Rules & Regulations of the Securities & Exchange  Commission, Nigeria. This notice does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offer, solicitation  or offer to buy, or any sale of securities will be made only by a prospectus duly registered by the Securities and  Exchange Commission, Nigeria (SEC) in accordance with the provisions of the Investments and Securities Act, No. 29,  2007 (the Act) and the rules and regulations of the SEC made pursuant to the Act (the SEC Rules).

Guaranty Trust Holding Company Plc (GTCOPLC) has filed a preliminary “red herring” prospectus  (Red Herring Prospectus) with the SEC in connection with a proposed offering for subscription  of ordinary shares of 50 kobo each in its share capital (the Ordinary Shares) to raise gross  proceeds of up to N500 Billion (the Proposed Offering). The number of Ordinary Shares to be  offered and the price range for the Proposed Offering have not yet been determined.

PURPOSE: The net proceeds of the Proposed Offering will be used for (i) the  growth and expansion of the GTCOPLC Group’s businesses. Such  planned growth and expansion will be effected through  investments in technology infrastructure to fortify existing  operations, the establishment of new subsidiaries and selective  acquisitions of non-banking businesses; and (ii) the  recapitalisation of Guaranty Trust Bank Limited.

TARGET INVESTORS: The Proposed Offering is structured as an institutional offering  targeted at eligible investors and a retail offering within Nigeria (the  Nigerian Tranche) and a private placing to persons reasonably  believed to be qualified institutional buyers outside Nigeria (the  International Tranche).

LISTING AND ADMISSION  TO TRADING: An application will be filed for the approval of the Board of the  Nigerian Exchange Limited (NGX) with respect to the listing and  admission to trading of the Ordinary Shares on the NGX Official  List.

ANTICIPATED TIMING OF  THE PROPOSED OFFERING: The Proposed Offering is anticipated to open by July, 2024.

The filing of the Red Herring Prospectus was undertaken with a concurrent filing of a preliminary  universal shelf registration statement. The universal shelf registration will permit GTCOPLC to  establish a multi-currency securities issuance programme (the Programme) to issue various  types of securities, or any combination of such securities, in one or more offerings, from time to  time, to raise proceeds in an aggregate amount of up to U.S.$750 million (or equivalent amount

in Nigerian Naira) in the Nigerian/international capital markets during the validity period of the  Programme.

The Proposed Offering is expected to be the first issuance under the Programme.

This notice does not constitute an offer of securities for sale in the United States or to U.S. persons  (“U.S. persons”), as such term is defined in Regulation S promulgated under the United States  Securities Act of 1933, as amended, (the U.S. Securities Act). The Ordinary Shares being offered  have not been, nor will 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 such registration requirements

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