Divestment Completion Announcement

Following an initial announcement made on 21 July by Guaranty Trust Bank Plc, GTBank, GTBank and Assur Africa Holding, AAH, have announced the completion of the divestment by GTBank, and acquisition by AAH, of 67.68% stake in Guaranty Trust Assurance plc (“GTAssur”), one of Nigeria’s leading insurance companies, at a price of N1.76 per share for a total consideration of N11.910 billion (approximately USD 76 million). GTAssur has therefore ceased to be a subsidiary of GTBank.

Commenting on the deal, Segun Agbaje (CEO, GTBank), said: “We are pleased to welcome AAH and wish them all the best as they assume ownership of the controlling stake in GTAssur. As one of the largest transactions by volume and value to be executed in compliance with the CBN directive on divestment of non-banking subsidiaries, we are privileged to have been able to contribute to the foreign direct investment drive of the Federal Government of Nigeria.”

In a joint statement on behalf of AAH, the representatives of the member firms -Nanno Kleiterp (CEO, FMO), Etienne Viard (CEO, Proparco), Dr. Michael Bornmann (Member, Management Board of DEG), Runa Alam (CEO, DPI) and Ziad Oueslati (Director, AfricInvest Capital Partners) said: “We are delighted and very excited about this acquisition.

“We have immense ambition for GTAssur and are now looking forward to the next stage of GTAssur’s development and harnessing the growth prospects in the Nigerian insurance sector and beyond.”

GTBank and AAH expressed their appreciation to the regulators – Central Bank of Nigeria, National Insurance Commission, Securities & Exchange Commission and The Nigerian Stock Exchange, saying “this landmark transaction would not have been possible without their support.”

AAH re-affirms its strong commitment to maintaining the listing of GTAssur on the Official List of the Nigerian Stock Exchange.

In addition, in accordance with the terms of the SEC approval, the company intends to submit an offer, by way of a public takeover bid, to acquire up to 7.32% of the current shareholding of the minority shareholders of GTAssur on the same terms accepted by GTBank for its stake in GTAssur.

According to Mrs. Abiola Ojo-Osagie, a Director of AAH, the offer, to be executed within the next three months, will be made in full compliance with the applicable SEC and NSE rules and regulations,

AAH is a special purpose vehicle incorporated in the Republic of Mauritius for the purpose of the GTAssur acquisition.

The shareholding structure of AAH is made up of 6 members comprising three international developmental finance institutions – DEG (Germany), Proparco (France) and FMO (Netherlands) and three private equity funds with substantial investments across Africa – ADP I Holding 7, subsidiary of African Development Partners I, LLC and ADP I L.P. (together “ADP I”), advised by Development Partners International LLP (“DPI”) based in the United Kingdom, AfricInvest II LLC and AfricInvest Financial Sector Limited, both advised by AfricInvest Capital Partners (“ACP”) based in Tunisia.

The acquisition was also made in conjunction with a number of Nigerian investors.