GTCO Moves to Cancel London GDRs, Domestic Holders Must Elect New Share Options

Guaranty Trust Holding Company Plc (GTCO) has formally notified the investing public of its decision to cancel its Global Depositary Receipts (GDRs) on the London Stock Exchange (LSE), shifting its international listing strategy to direct share trading on the London bourse while consolidating its Nigerian listing on the Nigerian Exchange Limited (NGX).

In an Explanatory Circular dated July 2, 2025, GTCO confirmed that all GDRs will be delisted from the LSE on July 30, 2025. Domestic GDR holders — that is, Nigerian residents or citizens who hold the GDRs — are required to elect how they wish to receive the underlying ordinary shares that the GDRs represent.

The Company disclosed that its decision to withdraw the GDRs is driven by persistently low trading volumes on the LSE’s Main Market since their admission on July 1, 2021.

The Board believes that a direct listing of the ordinary shares will provide greater liquidity and flexibility to raise capital internationally when required.

GDRs to be Exchanged for Ordinary Shares

Under the conversion plan, each GDR will be exchanged for 50 ordinary shares of GTCO. Domestic GDR holders will not be required to pay any fees or charges for the conversion within the official cancellation period.

Eligible holders must complete a Form of Election to indicate how they want to receive their shares. According to the company, there are two options:

• Option 1: Holders may choose to receive Depositary Interests (DIs) representing the underlying shares for continued trading on the London Stock Exchange via the CREST System.

• Option 2: Holders may choose to receive the actual ordinary shares directly credited to their Central Securities Clearing System (CSCS) account for trading on the NGX.

Deadline for Election

The last date for Domestic GDR holders to submit the Form of Election is 5:00 p.m. on July 23, 2025. Failure to make an election means the holder’s shares will remain under the administrative custody of DataMax Registrars Limited, which will limit their ability to trade the securities until valid instructions are submitted.

Holders are required to return the completed form by registered mail to DataMax Registrars Limited, Lagos, or via email to RMU@datamaxregistrars.com. Forms are also available for download on the GTCO and DataMax Registrars websites.

No Prospectus or Offer

GTCO emphasized that this circular is not a prospectus and does not constitute an offer or solicitation to buy or sell securities in any jurisdiction. Domestic GDR holders are advised to seek guidance from their stockbroker, legal adviser, accountant, or tax consultant if they have any doubts about the action to take.

The Company also reminded holders that any distribution of the circular outside Nigeria must comply with the securities laws of those jurisdictions.

Settlement Process

Upon receipt of valid forms, the underlying shares will be delivered to the selected platform within five business days. Holders who opt for Depositary Interests will be credited through CREST, while those choosing to hold on the NGX will have shares credited directly to their CSCS account.

A Call for Swift Action

Company Secretary Sunday Ekwochi urged all affected Domestic GDR holders to act immediately to avoid delays. “Non-receipt of a validly completed Form of Election means your shares will remain under the administrative custody of the Registrar, which may restrict your ability to trade or receive prompt dividend payments,” he said.

GTCO’s move underscores the Group’s commitment to simplifying its international capital market structure while strengthening its share liquidity and investor access across key markets.