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In July 2007, GTBank became the first Nigerian and African bank to issue a full listed GDR offering on the London Stock Exchange. The transaction comprised a 2-tranche structure of a simultaneous US$250mm domestic GDR offering and a US$500mm international offering. The GDRs issued are represented by the underlying ordinary shares of the Bank with an exchange ratio of 1GDR to 50 ordinary shares. While the domestic GDR offering is no different from the international GDR offering, this transaction structure was adopted as a means of ensuring that domestic investors were provided with the opportunity of participating in this historic offering.

However, given the differences that exists between the Nigerian and international equity issuance process, one of which is the pricing of primary securities, the Bank adopted an innovative and unique offering process, with a view to ensuring that such differences are minimized to a large extent in order not to frustrate the transaction and completion timeline, while achieving the above mentioned objectives.

In a typical primary equity offering in Nigeria, a "Fixed Price" approach is often adopted i.e. investors are advised of a fixed price at which the primary offering will be made, on the day an offer opens up till the closing date. However, in international capital markets, a "Book Building" process is often adopted for the marketing and pricing of primary equity offerings. Book Building is basically a capital issuance process which aids price and demand discovery. The Offer price is then determined after the bid closing date.

Consequently, the underwriters of the domestic tranche adopted a Reference Price of US$12.75 per GDR for the duration of the domestic tranche as a guide for domestic investors, with the caveat that the offer price to be determined on July 20 may close at below or above the Reference Price, given the international market practices. On July 20, 2007, the offer price was fixed at US$11.20 per GDR.

Following the price determination, all domestic subscriptions were adjusted to reflect the offer price of US$11.20, whilst taking into consideration the subscription multiples of a minimum of 50GDRs. For example, a domestic investor that subscribed for 500GDRs would initially have paid US$6,375 based on the Reference Price. However, following the adjustment to reflect the official price of US$11.20 per GDR, the investor would be allotted a total of 550GDRs, while US$215 will be returned to same as surplus monies. On this note, the domestic investors to the GDR are required to contact the respective underwriters through which their investments were made for collection of surplus monies due.

Without a doubt, the recent GTBank GDR issuance in the international financial markets recorded an unprecedented milestone in the domestic capital markets and would provide the economy with several multiplier benefits. The growing appetite for quality equity offerings from the international investing community is also viewed as a positive signal of the strong underlying prospects of the Nigerian economy in the short to medium-term. The GTBank GDR currently trades on the London Stock Exchange under the ticker symbol "GRTB". We understand that the Bank will be issuing a secondary market trading guide for the GDRs to domestic investors in the very near future.

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GDR Frequently Asked Questions

Close All | Open All Who do I contact if I have an enquiry relating to my shareholding like change of address or name, or transfer of shares or loss of share certificate or dividend payments? All enquiries regarding share related issues should be directed to GTB Registrars. Who can participate in a GDR? Typically, a GDR offering is targeted at international institutional investors seeking access to conveniently structured emerging market equities. What is the International Order Book? The IOB is the trading platform for GDRs. The IOB is based on an electronic order book with additional functionality to enable member firms display their identity before a trade using named orders. This order-driven trading assures investors that they are getting the best price for the security and that the prices on screen are executable and credible. The IOB offers direct access to securities from 37 countries through one central order book. The IOB offers a high level of transparency and is accessible only to member firms registered with the LSE. What is GTBank's investment case that should motivate you to invest? A well managed and dynamic franchise One of the largest banks in Nigeria Impressive Track record Established Corporate Banker Rapidly growing retail operations Technological platform to accelerate retail growth Realistic growth strategies What is a GDR? A Global Depositary Receipt (GDR) is a dollar denominated instrument issued in international financial markets through a registered depositary bank. It is a negotiable bank certificate, issued by the Depositary Bank and representing ownership of certain equity securities that are issued and traded in a local market. What are the benefits of investing in GTBank's GDR? Unique international investment opportunity Access to a large, global marketplace Trading with greater efficiency based on global best practices Access to dollar-investment opportunity Diversified investment base Shorter period to allotment and trading Reduced trading costs Full shareholder rights and benefits Investment flexibility On which Markets do GDRs Trade? GDRs are usually quoted and traded in U.S. dollars on the International Order Book (IOB) of the LSE. The IOB is an established and thriving central market supported by a large community of brokers and their clients. The IOB is open to all members of the LSE. Over 260 securities are presently traded on the IOB Can Nigerian investors participate in the secondary trading of GDRs? Nigerian investors may participate in the secondary trading of GDRs through an international broker. In this case, the Nigerian investor will be required to set up an independent Euroclear account for custody and settlement of the transaction. The investor may also operate on the back of the Euroclear account of any international broker. This is also possible under current foreign exchange and securities regulation guidelines. Can Nigerian investors participate in a primary issuance of GDRs? Although GDRs are typically issued to international investors to afford them flexibility in investing in equities on markets such as the NSE, Nigerian investors may participate in the primary issuance of GDRs in two ways: By contracting an international broker; or If a Nigerian company seeking to issue GDRs determines to sell a portion of the offering to domestic investors. In this case, a Nigerian issuer may issue dollar denominated GDRs, listed and traded on the LSE, but backed by underlying shares on the NSE. This is possible under current foreign exchange and securities regulation guidelines. Close All | Open All

GDR Receiving Agents