Guaranty Trust Holding Company Plc (GTCO) has filed a preliminary “red herring” prospectus with the Securities and Exchange Commission (SEC) to raise a proposed offering of N500 billion gross proceed.
This was disclosed in a notice sent by the holdings to SEC on Thursday in Lagos.
The notice said the prospectus filed to the regulator was in connection with a proposed offering for subscription of ordinary shares of 50 kobo each in its share capital, to raise gross proceeds of up to N500 billion.
It stated that the number of ordinary shares to be offered and the price range for the proposed offering had not yet been determined.
The notice was issued in reliance on Rule 283 of the Rules and Regulations of SEC.
The notice read: “This notice does not constitute an offer to sell or the solicitation of an offer to buy any securities.
“Any offer, solicitation or offer to buy, or any sale of securities will be made only by a prospectus duly registered by SEC.
“In accordance with the provisions of the Investments and Securities Act, No. 29, 2007 (the Act) and the rules and regulations of the SEC made pursuant to the Act (the SEC Rules).
According to the notice, the net proceeds of the proposed offering will be used for the growth and expansion of the GTCO Plc Group’s businesses.
It said such planned growth and expansion would be effected through investments in technology infrastructure to fortify existing operations.
The notice stated that the proceeds would also be used for the establishment of new subsidiaries, selective acquisitions of non-banking businesses and the recapitalisation of Guaranty Trust Bank Ltd.
According to the notice, the proposed offering is structured as an institutional offering, targeted at eligible investors and a retail offering within Nigeria.
It added it is a private placing to persons reasonably believed to be qualified institutional buyers outside Nigeria, noting that the proposed offering is anticipated to open by July.
“The filing of the Red Herring Prospectus was undertaken with a concurrent filing of a preliminary universal shelf registration.
“The universal shelf registration will permit GTCO Plc to establish a multi-currency securities issuance programme to issue various types of securities, or any combination of such securities, in one or more offerings, from time to time.
“This is to raise proceeds in an aggregate amount of up to $750 million (or equivalent amount in Nigerian Naira) in the Nigerian/international capital markets during the validity period of the programme.
“The proposed offering is expected to be the first issuance under the programme.
“For a caveat,this notice does not constitute an offer of securities for sale in the United States or to U.S. persons (“U.S. persons”).
“As such term is defined in Regulations promulgated under the United States Securities Act of 1933, as amended, (the U.S. Securities Act),”the notice said.
According to the notice, the ordinary shares being offered have not been, nor will be, registered under the U.S. Securities Act or any state securities laws.
The notice also noted that the shares may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.
