This Red Herring Supplementary Prospectus and the information contained herein are subject to completion or amendment (which may be material) without notice. Under no circumstances shall this Red Herring Supplementary Prospectus constitute an offer to sell or the solicitation of an offer to buy or shall there be any sale of the securities described herein in any jurisdiction in which such offer, solicitation or sale would be unlawful. The definitive terms of the transaction described in this Red Herring Prospectus will be described in the final version of the Red Herring Prospectus (the Final Supplementary Prospectus). The Final Supplementary Prospectus is expected to be published at a later date subject to its clearance and the registration of the New Ordinary Shares by the SEC.
THIS PRELIMINARY SUPPLEMENTARY PROSPECTUS IS DATED [●] THIS DOCUMENT CONSTITUTES A NOTICE OF PROPOSED OFFERING AND A PRELIMINARY SUPPLEMENTARY PROSPECTUS (THE RED HERRING PROSPECTUS) WITHIN THE MEANING OF RULES 321 AND 323 OF THE RULES AND REGULATIONS OF THE SECURITIES & EXCHANGE COMMISSION (SEC OR THE COMMISSION) MADE PURSUANT TO THE INVESTMENTS & SECURITIES ACT NO. 29, 2007 (ISA). THIS DOCUMENT IS IMPORTANT AND YOU ARE ADVISED TO CAREFULLY READ AND UNDERSTAND ITS CONTENTS. IF YOU ARE IN DOUBT ABOUT ITS CONTENTS OR THE ACTION TO TAKE, KINDLY CONSULT YOUR STOCKBROKER, ACCOUNTANT, BANKER, SOLICITOR, TAX CONSULTANT OR AN INDEPENDENT INVESTMENT ADVISER REGISTERED BY THE SEC FOR GUIDANCE IMMEDIATELY OR IF YOU ARE NOT RESIDENT IN NIGERIA, ANOTHER APPROPRIATELY AUTHORISED INVESTMENT ADVISER IN YOUR JURISDICTION. THIS SUPPLEMENTARY PROSPECTUS AND THE SECURITIES WHICH IT OFFERS HAVE BEEN CLEARED AND REGISTERED BY THE SEC. IT IS A CIVIL WRONG AND CRIMINAL OFFENCE UNDER THE ISA TO ISSUE A PROSPECTUS THAT CONTAINS FALSE OR MISLEADING INFORMATION. THE REGISTRATION OF THIS SUPPLEMENTARY PROSPECTUS AND THE SECURITIES WHICH IT OFFERS DOES NOT RELIEVE THE PARTIES OF ANY LIABILITY ARISING UNDER THE ISA FOR FALSE AND UNTRUE STATEMENTS CONTAINED THEREIN OR FOR ANY OMISSION OF A MATERIAL FACT.
THIS DOCUMENT IS FOR GUIDANCE PURPOSES FOR PRICE DISCOVERY PROCESS ONLY INVESTMENTS IN EQUITY OR EQUITY-RELATED SECURITIES INVOLVE A DEGREE OF RISK. FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, PLEASE REFER TO THE SECTION ON RISK FACTORS ON PAGE 39 HEREOF AND THE SECTION TITLED RISK FACTORS IN THE ACCOMPAYING SHELF PROSPECTUS (AS DEFINED BELOW).
(Incorporated under the laws of the Federal Republic of Nigeria (Nigeria) with registration number 1690945) Legal Entity Identifier (LEI): 0292004488G9K8Y1I649
Offer for Subscription of Up to [●] Ordinary Shares of 50 kobo each at N[●] Per Share BEING THE SERIES 1 OFFER UNDER THE
UP TO US$750,000,000 (OR EQUIVALENT AMOUNT IN NIGERIAN NAIRA OUTSTANDING FROM TIME TO TIME)
MULTI-CURRENCY SECURITIES ISSUANCE PROGRAMME APPLICATION LIST OPENS: CLOSES:
BOOK BUILD OFFER [●], 20[●] [●], 20[●]
RETAIL OFFER [●], 20[●] [●], 20[●]
This document consists of two parts. The first part is this Preliminary Supplementary Prospectus (hereinafter defined as this Supplementary Prospectus), which describes the specific terms of an offer for subscription (the Offer) of up to ₦[•] ordinary shares of 50 kobo each (the Offer Shares) in the capital of Guaranty Trust Holding Company Plc (the Issuer or Company or GTCOPLC). The second part is the Universal Shelf Prospectus dated [•], 2024 in connection with the above-mentioned Programme (the Programme), which is referred to as the Accompanying Shelf Prospectus (hereinafter defined as the Universal Shelf Prospectus). The Universal Shelf Prospectus contains general information about the Equity Securities that may be offered by the Issuer under the Programme. If the description of the Offer Shares in this Supplementary Prospectus differs from the description in the Universal Shelf Prospectus, the description in this Supplementary Prospectus supersedes the description in the Universal Shelf Prospectus. The Bookbuild Offer (as defined herein) is for a minimum of [●]% of the [●] Offer Shares, while up to [●]% of the Offer Shares will be offered to the Retail Investors (as defined herein) (the Retail Offer) at a fixed price. In the event of an under-subscription of the Retail Offer, Eligible Investors (as defined herein) who submit bids at or above the Clearing Price (as defined herein) will be allotted additional shares from the Retail Offer.
LEAD ISSUING HOUSE / LEAD BOOKRUNNER Stanbic IBTC Capital LimitedRC1031358
JOINT ISSUING HOUSES/JOINT BOOKRUNNERS FCMB Capital Markets Limited RC 446561 Vetiva Advisory Services Limited RC 1804609
JOINT INTERNATIONAL BOOKRUNNERS Absa Bank Limited 1986/004794/06
The Standard Bank of South Africa Limited1969/017128
PLACEMENT AGENT Exotix Advisory Limited3977