Guaranty Trust Holding Company Plc (GTCO) has received regulatory clearance from the Central Bank of Nigeria (CBN) and the Securities and Exchange Commission (SEC) to proceed with a private placement that aims to raise N10 billion, the group said in a statement posted on the Nigerian Exchange.
GTCO private placement details and timeline
The offer will be carried out through the allotment of up to 125 million ordinary shares with a nominal value of N0.50 each, priced at N80 per share. The sale is expected to generate gross proceeds of up to N10 billion and is being conducted on a best-efforts basis by professional parties engaged by the company. GTCO said the transaction is not underwritten and remains subject to the fulfilment of certain conditions, including receipt of all necessary approvals.
The private placement stems from a resolution passed at GTCO’s annual general meeting on 9 May 2024, which authorised the board to establish a capital-raising programme of up to $750 million or its equivalent. That authorisation allows the company to issue ordinary shares, preference shares, convertible and non-convertible bonds or other instruments by way of public offering, private placement, rights issue or other methods and in such tranches as the board may determine.
According to the company announcement, the offering was scheduled to close on 31 December. GTCO emphasised that parties assisting the placement have agreed to use reasonable endeavours to procure placees for the shares, but that the offer remains conditional and subject to the completion of regulatory and transactional requirements before allotment.
Market observers view the transaction as a measured step to shore up the holding company’s capital base and provide flexibility for future growth and investments. The planned raise forms part of a broader funding framework approved by shareholders, giving the board latitude to pursue a combination of instruments and funding routes depending on market conditions.
GTCO’s banking subsidiary, Guaranty Trust Bank Limited, previously announced on 29 August that it had surpassed the CBN’s minimum capital requirement for commercial banks with international authorisation, reporting a capital base of N504 billion. That announcement underlined the group’s capital strength at the banking level while the holding company pursues additional capital measures to support its financial holding company obligations.
Investors will watch closely how quickly placees are secured and whether the private placement attracts interest from institutional and high-net-worth investors given the non-underwritten structure. A best-efforts approach generally leaves allocation risk with the issuing company but can allow sharper pricing flexibility, depending on demand during the offer period.
While the transaction is modest relative to the maximum $750 million issuance authority previously granted by shareholders, it signals GTCO’s intent to maintain capital adequacy and preserve optionality for future strategic moves. The proceeds, if realised, will strengthen the group’s capital composition and support its regulatory commitments as a financial holding company operating in Nigeria’s evolving banking sector.
GTCO advised that further announcements would be made on completion of the private placement and on any material developments related to the capital-raising programme.
Key Takeaways:
- GTCO secured CBN and SEC approvals to proceed with a N10 billion private placement.
- The company will allot 125 million ordinary shares at N80 per share under a best-efforts arrangement.
- The offering closes on 31 December, is not underwritten and remains subject to final conditions.
- The move forms part of a wider capital-raising programme authorised by shareholders and follows Guaranty Trust Bank exceeding CBN capital requirements.
