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CBN, SEC approves GTBank holdco structure

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Guaranty Trust Bank Plc  has obtained the approval-in-principle of the Central Bank of Nigeria (CBN) and Securities and Exchange Commission (SEC) to commence the formal process of the reorganisation of the bank  to  a financial holding company (HoldCo).

The scheme will be implemented by means of a scheme  of  arrangement  between  the  bank  and  its shareholders pursuant to the Companies and Allied Matters Act.

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The bank has also obtained the “No-objection” of the Securities & Exchange Commission [the SEC) in connection with the proposed scheme.

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Overview of the restructuring showed that  its issued shares will be exchanged on a one-for-one basis for the shares in a financial holding company. The bank’s existing Global Depositary Receipts (GDRsare also proposed to be exchanged on a one-for-one basis for new GDRs to be issued by the financial holding company.

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The Board of Directors of GTBank made the decision to embark on the restructuring following a comprehensive strategic evaluation of the operating and competitive environment of the Nigerian banking sector in the near term. The board expects that the financial holding company will have greater strategic flexibility to adapt to future business opportunities as well as market and regulatory changes than is currently the case.

Subject  to  the  approval  of  the  scheme  by  the  bank’s  shareholders,  the  relevant regulatory authorities and the Federal High Court of Nigeria, the holding company will have an organisational structure similar to  that used  by a significant number of major financial institutions globally.

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The financial holding company will be regulated by the CBN as an Other FinanciaInstitution and listed on the Official List of the Nigerian Stock Exchange and the London Stock Exchange (the LSE}Concurrently, the bank will be delisted from the Official List of The NSE and the LSE, and re­registered as a private limited liability  company  under  the relevant  provisions of Nigeria ‘s corporate legislation.

GTBank will continue to be subject to the full suite of CBN banking regulations.

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