THIS UNIVERSAL SHELF PROSPECTUS IS DATED [●], 2024 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, PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT, BANKER OR AN INDEPENDENT INVESTMENT ADVISER REGISTERED BY THE SECURITIES AND EXCHANGE COMMISSION, NIGERIA FOR GUIDANCE IMMEDIATELY, OR, IF YOU ARE NOT RESIDENT IN NIGERIA, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT INVESTMENT ADVISER IN YOUR JURISDICTION. THIS SHELF PROSPECTUS HAS BEEN REGISTERED BY THE SECURITIES AND EXCHANGE COMMISSION, NIGERIA (THE SEC OR COMMISSION) UNDER PART F, RULE 279(6) OF THE SEC RULES AND REGULATIONS (THE SEC RULES) MADE PURSUANT TO THE INVESTMENTS AND SECURITIES ACT, NO. 29, 2007, AS AMENDED FROM TIME TO TIME (THE ISA OR ACT) FOR THE PURPOSE OF PROVIDING DISCLOSURE INFORMATION ABOUT THE PROGRAMME (AS DEFINED HEREIN) AND THE SECURITIES (AS DEFINED HEREIN) TO PROSPECTIVE INVESTORS. THE REGISTRATION OF THIS SHELF PROSPECTUS AND ANY SUBSEQUENT SUPPLEMENTARY SHELF PROSPECTUS BY THE COMMISSION SHALL NOT BE TAKEN TO INDICATE THAT THE SEC ENDORSES OR RECOMMENDS THE SECURITIES THAT MAY BE ISSUED UNDER THE PROGRAMME OR ASSUMES RESPONSIBILITY FOR THE CORRECTNESS OF ANY STATEMENTS MADE OR OPINIONS OR REPORTS EXPRESSED HEREIN. PROSPECTIVE INVESTORS SHOULD MAKE THEIR OWN ASSESSMENT AS TO THE SUITABILITY OF INVESTING IN ANY SECURITIES THAT MAY BE ISSUED UNDER OR PURSUANT TO THIS SHELF PROSPECTUS. THE DIRECTORS OF GUARANTY TRUST HOLDING COMPANY PLC ACCEPT RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS SHELF PROSPECTUS AND DECLARE THAT HAVING TAKEN REASONABLE CARE TO ENSURE THAT THE INFORMATION CONTAINED HEREIN IS, TO THE BEST OF THEIR KNOWLEDGE, IN ACCORDANCE WITH THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT THE IMPORT OF SUCH INFORMATION AND THAT SAVE AS DISCLOSED HEREIN, NO OTHER SIGNIFICANT NEW FACTOR, MATERIAL MISTAKE OR INACCURACY RELATING TO THE INFORMATION INCLUDED IN THIS SHELF PROSPECTUS (AS MAY BE AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME) HAS ARISEN OR HAS BEEN NOTED, AS THE CASE MAY BE. IT IS A CIVIL WRONG AND CRIMINAL OFFENCE UNDER THE ISA TO ISSUE A PROSPECTUS WHICH CONTAINS FALSE OR MISLEADING INFORMATION. THE REGISTRATION OF THIS SHELF PROSPECTUS DOES NOT RELIEVE THE PARTIES FROM ANY LIABILITY ARISING UNDER THE ISA FOR FALSE AND MISLEADING STATEMENTS CONTAINED HEREIN OR FOR ANY OMISSION OF A MATERIAL FACT IN THIS SHELF PROSPECTUS. INVESTING IN THE SECURITIES INVOLVES RISKS. FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, PLEASE REFER TO THE SECTION ON “RISK FACTORS” ON PAGES 56 TO 86 HEREOF.
GUARANTY TRUST HOLDING COMPANY PLC (Incorporated under the laws of the Federal Republic of Nigeria (Nigeria) with registration number 1690945) Legal Entity Identifier (LEI): 0292004488G9K8Y1I649
UP TO U.S.$750,000,000 (OR EQUIVALENT AMOUNT IN NIGERIAN NAIRA OUTSTANDING FROM TIME TO TIME)
MULTI-CURRENCY SECURITIES ISSUANCE PROGRAMME Guaranty Trust Holding Company Plc (the Issuer or Company or GTCOPLC) has established a Multi-Currency Securities Issuance Programme, which is described in this Shelf Prospectus (the Programme) under which the Issuer may offer and sell equity securities (the Equity Securities), debt securities (the Debt Securities) or hybrid securities (the Hybrid Securities), either individually or as units in any combination described in this Shelf Prospectus (together, the Securities) from time to time in the Nigerian capital markets and governed by Nigerian law and/or the international capital markets and governed by English law, through any issuance method or combination of methods, in a specified currency, in one or more offerings or series, at prices and on terms determined at the time of any such offering or series, up to an aggregate value of U.S.$750,000,000 (seven hundred and fifty million United States dollars) or equivalent amount in Nigerian Naira outstanding from time to time. This Shelf Prospectus is to be read and construed in conjunction with any applicable supplement (the Applicable Supplementary Prospectus) and the documents incorporated by reference herein, and on the basis that such documents are incorporated and form part of this Shelf Prospectus. This Shelf Prospectus describes the general terms that may apply to the Securities and the general manner in which they may be offered. The specific terms of any Securities to be offered, and the specific manner in which they may be offered, will be subject to the provisions described in the Applicable Supplementary Prospectus, and this Shelf Prospectus may not be used to sell Securities unless accompanied by an Applicable Supplementary Prospectus. This statement does not affect or apply to the Issuer’s securities in issue at the date of this Shelf Prospectus. This Shelf Prospectus is dated [•], 2024 and shall be valid for three (3) years following such date (the Validity Period) or extended for an additional period subject to the approval of the Commission (the Extended Validity Period). No Securities will be issued on the basis of this Shelf Prospectus read together with any Applicable Supplementary Prospectus after the expiration of the Validity Period or the Extended Validity Period (as the case may be).