February 11, 2016
Lagos, Nigeria – Guaranty Trust Bank plc (“GTBank” or the “Bank”) announced today the expiration and final tender results of the any and all cash tender offer (the “Tender Offer” or “Offer”) with respect to the U.S.$500,000,000 7.50 per cent. Notes due 2016 (the “Securities”), which Securities were issued by its wholly owned subsidiary – GTB Finance B.V. (the “Offeror”) – and unconditionally and irrevocably guaranteed by the Bank.
As the Expiration Deadline for the Tender Offer was February 10, 2016, the deadline for tendering the Securities under the Offer has now passed.
An aggregate principal amount of U.S.$ 126,586,000 of the Securities that were validly tendered on or prior to the Expiration Deadline and not validly withdrawn were accepted. No Securities were tendered through the guaranteed delivery procedures described in the Tender Offer Memorandum dated February 4, 2016 (the “Tender Offer Memorandum”). The Settlement Date for the Tender Offer is February 16, 2016.
The Tender Offer is consistent with GTBank’s liability management strategy and reflects the Bank’s ongoing efforts to enhance the efficiency of its funding and capital structure as it seeks to reduce its overall funding costs. Subject to applicable law, the Offeror or any of its affiliates may at any time and from time to time following completion of the Offer, purchase the remaining outstanding Securities by tender, in the open market, by private agreement or otherwise on such terms and at such prices as the Offeror or, if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favorable than those offered under the Tender Offer.
According to the Bank’s CEO – Segun Agbaje, “we are pleased at the outcome of this exercise. The Offer, which is the first of its kind involving a Nigerian corporate in the international financial markets, has enabled us achieve the objective of reducing some of the Bank’s borrowing costs ahead of the maturity of the Eurobond in May of this year. The tender result is also a testament to the strength of the Bank’s credit in the international capital markets. It is gratifying and humbling at the same time to note this level of investor confidence in the Bank”.
The Tender Offer was made pursuant to the Tender Offer Memorandum, which set forth in more detail the terms and conditions of the Offer. Capitalised terms used but not
otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.
J.P. Morgan and Morgan Stanley acted as the Joint Dealer Managers for the Offer. Lucid Issuer Services Limited acted as Tender Agent and Information Agent. Legal Advisers were White & Case LLP (English and U.S. Law Counsel to the Bank and the Offeror), Linklaters LLP (English and U.S. Law Counsel to the Joint Dealer Managers), NautaDutilh N.V. (Dutch Law Counsel to the Bank and the Offeror) and Banwo & Ighodalo (Nigerian Law Counsel to the Bank and the Offeror).
This press release is neither an offer to purchase nor a solicitation to buy any of the Securities nor is it a solicitation for acceptance of the Offer. The Offer was made only by, and pursuant to the terms of, the Tender Offer Memorandum. The Offer has not been made to (nor have tenders of Securities been accepted from or on behalf of) holders of Securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This announcement must be read in conjunction with the Tender Offer Memorandum.