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Level: 3 – From: 3 – Tuesday, May 3, 2011 – 20:39 – eprint3 – 4315 Important Notice IMPORTANT NOTICE THIS OFFERING CIRCULAR IS AVAILABLE ONLY TO: (1) QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED BELOW); (2) INSTITUTIONAL ACCREDITED INVESTORS (AS DEFINED BELOW); OR (3) CERTAIN PERSONS OUTSIDE OF THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the Offering Circular following this notice, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Issuer, the Guarantor, the Arrangers and Dealers (each as defined in the Offering Circular) as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. NEITHER THE SECURITIES NOR THE GUARANTEE DESCRIBED IN THIS OFFERING CIRCULAR HAVE BEEN OR WILL BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTIONS AND MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THIS OFFERING CIRCULAR MAY ONLY BE COMMUNICATED TO PERSONS IN THE UNITED KINGDOM IN CIRCUMSTANCES WHERE SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 DOES NOT APPLY. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation of your representation: In order to be eligible to view this Offering Circular or make an investment decision with respect to the securities, investors must be either: (1) Qualified Institutional Buyers (“QIBs”) (within the meaning of Rule 144A under the Securities Act); (2) persons who are “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that are institutions (“Institutional Accredited Investors”) who execute and deliver an IAI Investment Letter (as defined in the Offering Circular) in which they agree to purchase the Notes for their own account and not with a view to the distribution thereof; or (3) non-U.S. persons within the meaning of Regulation S outside the United States. This Offering Circular is being sent at your request and by accepting the email and accessing this Offering Circular, you shall be deemed to have represented to us that (1) you and any customers you represent are either: (a) QIBs; (b) Institutional Accredited Investors; or (c) non-U.S. persons within the meaning of Regulation S outside the U.S., (2) unless you are a QIB or an Institutional Accredited Investor, the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S., (3) you are a person who is permitted under applicable law and regulation to receive this Offering Circular and (4) you consent to delivery of such Offering Circular by electronic transmission. You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Offering Circular to any other person. This Offering Circular does not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that an offering of securities described herein be made by a licenced broker or dealer and the Arrangers and Dealers or any affiliate of the Arrangers or applicable Dealers is a licenced broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Arrangers or such Dealer or such affiliate on behalf of the Issuer or holders of the applicable securities in such jurisdiction. This Offering Circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Issuer, the Guarantor, the Arrangers and Dealers nor any person who controls them nor any director, officer, employee nor agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format and the hard copy version available to you on request from the Issuer, the Guarantor, the Arrangers and Dealers. Please ensure that your copy is complete. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk, and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. Level: 3 – From: 3 – Tuesday, May 3, 2011 – 23:07 – Eprint2 – 4315 Intro GTB FINANCE B.V. A9.4.1.1 (incorporated with limited liability in the Netherlands) A9.4.1.4 U.S.$2,000,000,000 Global Medium Term Note Programme unconditionally and irrevocably guaranteed by GUARANTY TRUST BANK PLC A9.4.1.1 (incorporated with limited liability in the Federal Republic of Nigeria) A9.4.1.4 Under this U.S.$2,000,000,000 Global Medium Term Note Programme (the “Programme”), GTB Finance B.V. (the “Issuer” or “GTB A12.5.1.2 Finance”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by Guaranty Trust Bank plc (the “Guarantor” or the “Bank”). Notes may be issued in bearer or registered form (respectively “Bearer Notes” and “Registered Notes”). The maximum aggregate A12.5.1.4 nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$2,000,000,000 (or its equivalent in other currencies calculated as provided for in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by the Issuer (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe to such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors” beginning on page 12. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and A13.5.1 Markets Act 2000 (the “U.K. Listing Authority”) for Notes issued under the Programme during the period of 12 months from the date of A12.6.1 this Offering Circular to be admitted to the official list of the U.K. Listing Authority (the “Official List”) and to the London Stock Exchange A13.4.1 plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s regulated market (the “Regulated Market”). References in this Offering Circular to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the London Stock Exchange’s Regulated Market and have been admitted to the Official List. The Regulated Market is a regulated market for the purpose of the Market in Financial Instruments Directive 2004/139/EC. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other A12.5.3 terms and conditions not contained herein which are applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a final terms document (the “Final Terms”) which, with respect to Notes to be listed on the London Stock Exchange, will be delivered to the U.K. Listing Authority and the London Stock Exchange. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges A12.6.1 or markets as may be agreed between the Issuer, the Guarantor and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. Unless otherwise specified in the applicable Final Terms, Senior Notes issued under the Programme are expected to be rated B+ (long term rating) or B (short term rating) by Standard & Poor’s Credit Market Services Europe Limited (“S&P”) and B+ (long term rating) or B (short term rating) by Fitch Ratings Ltd.
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