Guaranty Trust Bank Reorganises into Holding Company Structure

Guaranty Trust Bank Plc has announced that it has obtained the approval-in-principle of the Central Bank of Nigeria to commence the formal process of the reorganization of the Bank to a financial holding company, which will be implemented by means of a scheme of arrangement between the Bank and its shareholders pursuant to the Companies and Allied Matters Act.

The Bank has also obtained the “No-objection” of the Securities and Exchange Commission in connection with the proposed Scheme.

Under the Restructuring, it is proposed that the issued shares in the Bank be exchanged on a one-for-one basis for the share in a financial holding company. The Bank’s existing Global Depository Receipts (GDRs) are also proposed to be exchanged on a one-for-one basis for new GDRs to be issued by the financial holding company

The Board of Directors of GT Bank made the decision to embark on the Restructuring following a comprehensive strategic evaluation of the operating and competitive environment of the Nigeria banking sector in the near term. The Board expects that the financial holding Company will have greater strategic flexibility to adapt to future business opportunities as well as market and regulatory changes than is currently the case.

Subject to the approval of the Scheme by the Bank’s shareholders, the relevant regulatory authorities and the Federal High Court of Nigeria, the holding company will have an organizational structure similar to that used by a significant number of major financial institutions globally.

The financial holding company will be regulated by the CBN as an Other Financial Institution and listed on the official list of the Nigerian Stock Exchange and the London Stock Exchange. Concurrently the Bank will be delisted from the Official list of the NSE and the LSE, and re-registered as a private limited liability company under the relevant provisions of Nigeria’s corporate legislation.

GT Bank will continue to be subject to the full suite of CBN banking regulations.

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