NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE

OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY

JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

LAGOS, Nigeria, June 11, 2024.

This notice is issued in reliance on Rule 283 of the Rules & Regulations of the Securities & Exchange Commission, Nigeria.

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 the Securities and Exchange Commission, Nigeria (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).

NOTICE OF PROPOSED OFFERING

Guaranty Trust Holding Company Plc (GTCOPLC) has filed a preliminary “red herring” prospectus (Red Herring Prospectus) with the SEC in connection with a proposed offering for subscription of ordinary shares of 50 kobo each in its share capital (the Ordinary Shares) to raise gross proceeds of up to N500 Billion (the Proposed Offering). The number of Ordinary Shares to be offered and the price range for the Proposed Offering have not yet been determined.

The filing of the Red Herring Prospectus was undertaken with a concurrent filing of a preliminary universal shelf registration statement. The universal shelf registration will permit GTCOPLC to establish a multi-currency securities issuance programme (the Programme) to issue various types of securities, or any combination of such securities, in one or more offerings, from time to time, to raise proceeds in an aggregate amount of up to U.S.$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.

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 Regulation S promulgated under the United States Securities Act of 1933, as amended, (the U.S. Securities Act). The Ordinary Shares being offered have not been, nor will be, registered under the U.S. Securities Act or any state securities laws, and 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.

About the Issuer

Guaranty Trust Holding Company Plc is the ultimate holding company of the GTCOPLC Group.

The GTCOPLC Group is one of the largest financial services organisations in Africa. Headquartered in Lagos, Nigeria, the Issuer maintains direct and indirect investments in a network of operating entities located in 10 countries across Africa and the United Kingdom. Within these regions, the operating entities provide a comprehensive range of commercial banking and related financial services to millions of retail, institutional, private banking and wealth management customers, in addition to asset management, pension fund administration and payment technology businesses.

For further information, please contact:

Investor Relations:

[email protected], +234 2012714580

Recent industry occurrences have given rise to an influx of false information and propaganda targeted at causing unrest in the Nigerian financial services industry. Among this fake news is a WhatsApp messages alleging that a number of commercial banks stand at risk of losing their banking license and being closed; one of the banks mentioned was Wema Bank. We categorically confirm that this claim is FALSE and contrary to the reality of Wema Bank’s financial strength.

THE PREMISE
In a statement allegedly signed by The National Secretary of the Nigeria Union of Pensioners/Federal Civil Service Pensioners (NUP/FCSP), Abuja Branch, Wema Bank was mentioned as one of the commercial banks slated for impending license seizure by the CBN. The statement further urged pensioners and by extension the public, to relinquish their Wema Bank accounts and adopt other banks not listed in the statement, as a “proactive step against being caught in the web of the impending closure of the mentioned banks”.

THE TRUTH
Wema Bank is of sound financial health and at no risk of license seizure or closure. Our financial performance showcases financial strength and stability, as validated by stakeholders and auditors at our 2023 Annual General Meeting (AGM); a feat we have achieved despite Nigeria’s economic fluctuations. In addition, we are moving ahead to meet the N200bn minimum capital requirement stipulated by the Central Bank of Nigeria for a commercial bank license with national authorization. We have raised an additional N40bn in fresh capital over the past months and are on the path to meet the target within 18 months.

Our financial strength is evident not only in our 2023 financial report and Q1 2024 financial results but also in our growth trends over the past years, which ascertain that we are equipped to continue thriving. As reported in our FY 2023 Audited financial results, our financials grew strongly in the past year with a 196% increase in Profit Before Tax (PBT) from N14.75bn to N43.59bn, 220.4% increase in Profit After Tax (PAT) from N11.21bn to N33.66bn, 70.63% increase in Gross Earnings from N132.30bn to N225.75, 53.64% increase in Loans disbursed from N521.43bn to N801.10bn, 26% increase in Capital Adequacy Ratio from N12.74bn to N16.04bn and a remarkable 220.53% increase in Earnings per share from N87.2 to N279.5, among other successful upturns. Our Non-Performing Loan rate also stands at 4.31%, one of the lowest in the industry.

Furthermore, our stable financial future has been recently verified by the Pan-African rating agency Agusto & Co, who recently upgraded our rating to Bbb+ with ESG Score of 2 and confirmation of stable outlook. Despite financial headwinds, our Q1 2024 financial results show that we are on track to equal and/or surpass our 2023 results by the end of 2024.

In view of our positive financial record and solid financial standing, the claims made are not only 100% false but also unsubstantial and have no grounds or basis for consideration.

MEASURES TAKEN

With confidence in our financial standing and stable outlook, we have petitioned the security officials to invite NUP for questioning and will be taking legal action on the perpetrator(s) of this libelous statement.

Wema Bank is firm in its commitment to providing optimum returns for every stakeholder, and we will not condone the circulation of false information that could potentially cause panic in the country.
As we follow through with stringent measures to hold the creators(s) of this allegation accountable, we take this moment to confirm categorically that Wema Bank is well equipped to continue serving our customers as a commercial Bank with National banking authorization, keep up the positive trends as we expand our reach and continue to provide all our shareholders and stakeholders with optimum returns.

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