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GTCO Notice Of Proposed Offering

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GTCO Notice Of Proposed Offering

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.

              

 PURPOSE

The net proceeds of the Proposed Offering will be used for (i) the growth and expansion of the GTCOPLC Group’s businesses. Such planned growth and expansion will be effected through investments in technology infrastructure to fortify existing operations, the establishment of new subsidiaries and selective acquisitions of non-banking businesses; and (ii) the recapitalisation of Guaranty Trust Bank Limited.
    

TARGET INVESTORS

The Proposed Offering is structured as an institutional offering targeted at eligible investors and a retail offering within Nigeria (the Nigerian Tranche) and a private placing to persons reasonably believed to be qualified institutional buyers outside Nigeria (the International Tranche).
LISTING AND ADMISSION

TO TRADING

 

An application will be filed for the approval of the Board of the Nigerian Exchange Limited (NGX) with respect to the listing and admission to trading of the Ordinary Shares on the NGX Official List.
ANTICIPATED TIMING OF THE PROPOSED OFFERING The Proposed Offering is anticipated to open by July, 2024.

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

 

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Wema Bank Meets Central Bank of Nigeria’s Recapitalisation; Retains National Banking License

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Wema Bank Meets Central Bank of Nigeria’s Recapitalisation; Retains National Banking License

Wema Bank, Nigeria’s oldest indigenous national bank and pioneer of Africa’s first fully digital bank, ALAT, has successfully met and surpassed the Central Bank of Nigeria’s (CBN) recapitalisation requirements, reaffirming its status as a National bank. This achievement represents a critical milestone in the Bank’s growth journey, reflecting its ability to meet regulatory expectations and its deliberate strategy to scale sustainably, strengthen its balance sheet, and reinforce its position within Nigeria’s banking sector.
The milestone follows the Bank’s successful completion of a ₦150 billion Rights Issue and an additional ₦50 billion special placement in 2025, bringing its Total Qualifying Capital to ₦264.7 billion, well above the regulatory minimum. This achievement was concluded six months ahead of the CBN’s stipulated deadline, further reinforcing the Bank’s strong financial position, shareholder confidence, and long-term growth trajectory.

Earlier in April 2026, the Central Bank of Nigeria also formally confirmed that Wema Bank, alongside 32 other financial institutions across international, national, and regional categories, had successfully concluded the recapitalisation process. Notably, Wema stands among only ten national banks that met and surpassed the minimum required capital threshold, thereby sustaining its national banking license.
This milestone not only affirms regulatory compliance but also signals a new phase of accelerated growth for the Bank; one defined by stronger capital base, increased capacity to support customers, and a reinforced position within Nigeria’s competitive banking landscape.
Commenting on the milestone, the Managing Director/Chief Executive Officer of Wema Bank, Moruf Oseni, stated, “The successful completion of our recapitalisation exercise is a defining moment for Wema Bank. It is a strong validation of our strategy, our performance, and the enduring confidence our shareholders and stakeholders have in our vision. We have not only met the CBN’s requirements; we have exceeded them, reinforcing our position as a National Bank with the scale, strength, and stability to compete and lead.”
In March 2024, the Central Bank of Nigeria announced the recapitalisation programme requiring all national banks to maintain a minimum capital base of ₦200 billion. The initiative was designed to strengthen the resilience of financial institutions, enhance their capacity to absorb economic shocks, and position them to drive sustainable economic growth.

In response, Wema Bank embarked on a strategic capital raise through the stock market, successfully strengthening its shareholder base and securing the required capital through strong participation from existing investors. The ₦150 billion Rights Issue, which opened on April 14, 2025, and closed on May 21, 2025, marked a significant step in this journey. This was subsequently complemented by a ₦50 billion special placement later in the year, ensuring the Bank not only met but exceeded the regulatory threshold well ahead of schedule.

For Wema Bank, this journey is a testament to its transformation. After regaining its national license in 2015, the Bank has consistently demonstrated financial discipline and strategic foresight. By raising the necessary capital primarily from existing shareholders, the Bank has underscored a deep-seated mutual trust between the institution and its investors.

Speaking further on what this achievement means for the Bank’s future and its customers, Oseni added: “This milestone strengthens our ability to compete at scale, deepen our market presence, and deliver more value to our customers across Nigeria through improved access to credit, enhanced digital banking experiences, and innovative financial solutions. It positions us to play an even bigger role in powering Nigeria’s economy while continuing to deliver sustainable value to all our stakeholders.

Looking ahead, we remain focused on deepening our market presence, driving customer-centric innovation, and strengthening our role as a catalyst for growth across retail, SME, and corporate segments. This is not just about retaining our license; it is about building a bigger, stronger, and more impactful Wema Bank.”

The successful conclusion of the recapitalisation process underscores Wema Bank’s financial strength, disciplined execution, and unwavering commitment to regulatory compliance as it continues to expand its footprint across Nigeria. With a significantly strengthened capital base, the Bank is now positioned to do more – support more customers, enable more businesses, and unlock more opportunities across every segment it serves.
As it enters this new phase, Wema Bank is not only reaffirming its status as a National Bank; it is stepping forward with greater scale, sharper ambition, and a clear intent to lead. The Bank remains firmly committed to powering progress, driving innovation through ALAT, and delivering sustained value; powering a future of possibilities for all its stakeholders.

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Wema Bank Releases Full Year 2025 Audited Financial Results 

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Wema Bank Releases Full Year 2025 Audited Financial Results 

…Declares ₦221.85bn Profit Before Tax, ₦1.25 Dividend, Total Assets hit ₦5 trillion mark.

 

Wema Bank, Nigeria’s oldest indigenous bank, most innovative and pioneer of Africa’s first fully digital bank, ALAT, has released its FY 2025 Audited Financial Results, achieving record-breaking growth and unparalleled performance across several key metrics.

 

Key figures include the doubling of the Bank’s Profit Before Tax (PBT) from ₦102.5bn in FY 2024 to ₦221.9bn, an impressive 116.4% increase. Profit After Tax (PAT) also surged by 125.4% from FY 2024’s ₦86.2bn to ₦194.5bn. Total assets also reached the 5 trillion mark, with the attainment of ₦5.07tn, a 41.5% increase from FY 2024’s ₦3.59tn, reflecting a growingly resilient balance sheet. Gross earnings increased by 52.8% to ₦660.6 billion from ₦432.3 billion in FY 2024, a feat driven largely by a 62.7% growth in interest income, reflecting improved yields on earning assets and growth in the loan book.

 

Customer deposits grew by 30.3% to ₦3.29 trillion from ₦2.52 trillion in FY 2024, demonstrating sustained customer confidence. This growth in deposits provided stable funding for asset growth while supporting liquidity and balance sheet resilience. Net interest income more than doubled, rising by 103.9% to ₦361.0 billion, supported by improved asset pricing and balance sheet expansion. Non-interest income also grew modestly by 8.3% to ₦85.3 billion. Net loans and advances increased by 44.7% to ₦1.74 trillion, up from ₦1.20 trillion in FY 2024, thus reflecting Wema Bank’s continued support for key sectors of the economy while maintaining a disciplined risk management approach. Overall, Wema Bank is set to pay dividend per share of N1.25.

 

Commenting on the remarkable performance, Wema Bank’s Managing Director/Chief Executive Officer, Moruf Oseni, reiterated the Bank’s unwavering commitment to sustaining its impressive growth momentum and delivering superior value to all stakeholders. According to him, “Wema Bank has delivered one of the strongest growth trajectories in its history. From a Profit Before Tax of ₦14.75 billion three years ago, we grew to ₦43.59 billion in 2023 and reached ₦102 billion in 2024. In 2025, we have taken an even bolder step forward, recording a Profit Before Tax of ₦221 billion. Our Total Assets, which hit the ₦1tn mark in 2021, surpassed ₦3tn in 2024, standing at a staggering ₦5tn as of FY2025. This overall performance not only speaks strongly of Wema Bank’s exceptional financial strength and capacity for sustained growth, but also reflects disciplined execution, a resilient business model, and the unwavering commitment of our people”.

 

“As of September 2025, Wema Bank successfully surpassed the ₦200bn recapitalisation minimum threshold for commercial banks with national authorisation. Our FY2025 Financial Results only corroborate what has become abundantly clear—Wema Bank is here not just to stay, but to lead the future of banking in Africa. Our 80th anniversary celebration in 2025 marked a fitting commemoration of our 80 years of impact in the finance industry and beyond. With the launch of ‘ALAT: The Evolution’, the upgraded version of our pioneering fully digital bank, ALAT, we not just redefining the digital banking experience with enhanced intelligence, personalisation and flexibility; we ushering Africa into a future filled with profound possibilities”, Oseni concluded.

 

Wema Bank is a leading financial services entity with banking operations across Nigeria and the globe, through its trailblazing innovative solution, Africa’s first fully digital bank, ALAT. From surpassing the recapitalisation benchmark set by the Central Bank of Nigeria (CBN) to maintaining an unparalleled growth trajectory over the past 5 years, Wema Bank has proven itself stronger than ever—numbers perpetually skyrocketing.

 

The Bank’s position as leading innovative bank further proves that it is not only able to meet the prevalent needs of its customers but also equipped to anticipate and meet evolving needs as digital banking continues to reshape the finance industry.

 

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GTCO Plc Releases 2025 Full Year Audited Result

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GTCO Plc Releases 2025 Full Year Audited Result

        …Declares Another Record Dividend of ₦12.76k; Re-affirming Unrivalled Capacity to Creating Value 

 

 

 

Guaranty Trust Holding Company Plc (“GTCO” or the “Group”) has released its Audited Consolidated and Separate Financial Statements for the year ended December 31, 2025, to the Nigerian Exchange Group (NGX) and London Stock Exchange (LSE).

 

The Group reported profit before tax of ₦1.23trillion underpinned by strong growth in core earnings, with interest income and fee income increasing y-o-y by 23.2% and 25.9%, respectively. The performance reaffirms its capacity to generate sustainable earnings and builds on the momentum from 2024, when GTCO delivered a record profit of ₦1.27trillion, driven in part by ₦517.5billion in fair value gains, which did not recur in 2025.

 

The Group’s 2025 profit after tax came in at ₦865.75billion against ₦1.02trillion recorded in 2024. The profit after tax reflects the impact of recent fiscal policy adjustments to the taxation of investment securities, notably withholding tax on short-term instruments. However, when normalised for this effect, underlying earnings remain robust, driven by growth in core operating income.

 

The Group continues to maintain a well-structured, healthy, and diversified balance sheet in all the jurisdictions wherein it operates a Banking franchise, as well as across its Payments, Pension and Funds Management business verticals. Total assets and shareholders’ funds closed at ₦17.8trillion and ₦3.4trillion, respectively. Capital Adequacy Ratio (CAR) remained very robust and strong, closing at 43.8%, likewise asset quality improved as evidenced by IFRS 9 Stage 3 Loans which closed at 3.4% and 5.0% at Bank and Group level in FY-2025 (Bank, 3.5%, and Group, 5.2% in December 2024). Cost of Risk (COR) also improved to 2.2% from 4.9% in December 2024. In specific terms, the Group’s loan book (net) grew by 12.4% from ₦2.79trillion as of December 2024 to ₦3.13trillion in December 2025. Similarly, deposit liabilities grew by 23.8% from ₦10.40trillion to ₦12.87trillion during the same period.

 

Commenting on the results, the Group Chief Executive Officer of Guaranty Trust Holding Company Plc, Mr. Segun Agbaje, said: “Our 2025 result underscores the resilience and depth of our earnings capacity. Following a record 2024, which included significant fair value gains, our focus has been on strengthening the sustainability of our earnings by driving growth across our core banking and ecosystem businesses. The strength of our underlying earnings, despite a stronger Naira and tighter regulatory parameters, reflects the quality of our franchise and the discipline with which we execute our strategy. Importantly, this strong core earnings performance underpins our capacity to sustain and grow shareholder returns. Our record dividend payout this year is not only a reflection of our current profitability but also of our confidence in the Group’s long-term earnings potential. Looking ahead, we remain focused on scaling our ecosystem, driving innovation across our financial services platform, and delivering consistent, high-quality earnings that support superior value creation for our shareholders.”

 

Overall, the Group continues to post one of the best metrics in the Nigerian Financial Services Industry in terms of key financial ratios i.e., Post-Tax Return on Equity (ROAE) of 28.3%, Post-Tax Return on Assets (ROAA) of 5.3%, Capital Adequacy Ratio (CAR) of 43.8% and Cost to Income Ratio of 27.9%.

 

Guaranty Trust Holding Company Plc is a leading financial services group with operations across Africa and the United Kingdom. Renowned for its strong corporate governance, innovative financial solutions, and customer-centric approach, the Group provides a wide range of banking and non-banking services including payments, funds management, and pension fund administration. GTCO Plc is committed to delivering long-term value to stakeholders while driving growth and development across its markets

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