Guaranty Trust Holding Company Plc (GTCO) is embarking on a significant strategic endeavor, transitioning its presence on the London Stock Exchange (LSE) from a Global Depositary Receipt (GDR) listing to a direct listing of all its ordinary shares. This move, building on GTCO’s long-standing LSE presence since 2007, is coupled with a substantial new equity offering designed to raise capital and enhance the company’s market position.

The equity offering involves the issuance of 2.29 billion new shares, priced at N70 per share, which translates to approximately $0.0459 per share. Through this offering, GTCO has successfully raised gross proceeds of $105 million, surpassing its initial target of $100 million due to robust investor demand. This capital injection is expected to significantly bolster GTCO’s financial standing; its minimum paid-up share capital is projected to increase to approximately N508 billion, exceeding regulatory requirements. Furthermore, with the group's outstanding shares reaching 36.427 billion post-offering, its market capitalization is anticipated to cross the N3 trillion mark at the current share price.

For this offering, GTCO employed an Accelerated Bookbuild (ABB) process, a rapid method for raising funds by selling shares to institutional investors, typically within 24 to 48 hours. Unlike traditional public offerings, an ABB bypasses lengthy roadshows and extensive marketing. Instead, a select group of institutional investors from regions including the US, UK, and other jurisdictions are invited to bid for shares, with the final price determined by demand. Citigroup Global Markets Limited served as the Sole Global Coordinator and Sole Bookrunner for this transaction. The accelerated bookbuilding for GTCO's shares commenced on July 2 and concluded on July 3, with capital commitments from institutional investors expected to materialize between July 3 and July 31.

The shift from a GDR program to a direct listing of ordinary shares is a strategic move towards achieving 'fungibility,' allowing GTCO's shares to be freely interchangeable between the Nigerian Exchange (NGX) and the LSE, contingent on robust cross-border settlement infrastructure. This structure mirrors the dual listings of companies like Seplat and Airtel Africa, potentially improving liquidity and price discovery for GTCO's stock. Previously, one GDR represented 50 ordinary shares of GTBank, providing global investors with synthetic exposure. The existing GDRs are slated for full delisting from the LSE on July 30, preceding the official admission of the ordinary shares.

This initiative underscores GTCO’s strategic acumen, particularly noteworthy given its unique position among Nigerian banks with zero forbearance loans, a testament to its strong credit risk discipline and corporate governance integrity. The LSE listing is poised to offer several benefits: access to deeper pools of institutional capital, enhanced price discovery, and a re-rating catalyst. GTCO believes its shares, which currently trade at a discount to book on the NGX (around 0.9x P/B), deserve a higher valuation more aligned with its strong fundamentals, similar to peers trading above book. The decision to seek international capital was also influenced by previously underwhelming subscription levels during a domestic offering on the NGX.

The timing of this capital raise is opportune, as GTCO’s share price has appreciated significantly, from approximately N30 a year ago to N80 today. This allows GTCO to raise new capital at favorable valuations, precisely managing dilution and minimizing erosion of existing shareholder value. While ABBs typically involve shares offered at a modest discount to the prevailing market price, the final pricing and the extent to which the book was covered will indicate investor appetite.

Admission of GTCO's ordinary shares to the equity shares (international commercial companies secondary listing) category of the Official List of the United Kingdom Financial Conduct Authority (FCA) and to trading on the main market of the LSE is expected to become effective on or before 8:00 a.m. (UK time) on July 9, 2025. Unconditional dealing in the shares is also anticipated to commence on this date. The shares will be officially admitted to trading on both the Nigerian Exchange (NGX) and the London Stock Exchange (LSE) on July 31. Following the cancellation of the GDR listing, the ticker symbol for the shares, which have been trading since July 9, will be updated from "GTHC" to "GTCO."