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not validly withdrawn were accepted.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.
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.
By Blessing Obineche
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