In a recent development, Union Bank Plc has announced that shareholders will receive N7.00 per scheme share as consideration for the transfer of shares following the acquisition of shares held by all minority shareholders by Titan Trust Bank Limited. This resolution was passed during Union Bank Plc’s Court Ordered Meeting on June 13th, 2023, as revealed by documents obtained by Nairametrics.
The meeting, which took place at The Shell Hall, MUSON Centre in Lagos, saw the approval of several resolutions. According to a statement signed by Somuyiwa Sonubi, the Company Secretary of Union Bank, the members considered and passed the following resolutions:
- Approval of the Scheme of Arrangement: The members approved the Scheme of Arrangement, dated May 10th, 2023, and authorized the directors to consent to any modifications that may be imposed or approved by the Federal High Court.
- Transfer of Scheme Shares: The Scheme Shares, as defined in the Scheme Document, will be transferred to Titan Trust Bank Limited, subject to modifications, additions, and conditions agreed upon between Union Bank and the holders of its ordinary shares, as well as those approved or imposed by the Court.
- Consideration for Share Transfer: Each holder of the Scheme Shares will receive N7.00 per share transferred as consideration for the transfer of their shares.
- Termination of Trading and De-listing: Nigerian Exchange Ltd. (NGX) and Central Securities Clearing System Pic (CSCS) will be notified to terminate trading in Union Bank’s shares from the Eligibility Date. No trading or transfer of the Bank’s shares will be registered after that date. Upon the Scheme’s effectiveness, Union Bank’s shares will be de-listed from NGX on the Eligibility Date, and all share certificates representing the interests of the Scheme Shareholders will be deemed dematerialized.
- Authorization of Necessary Steps: The Board of Directors of Union Bank is authorized to take all necessary steps and consent to any modifications of the Scheme of Arrangement that may be imposed or approved by the Federal High Court, the Central Bank of Nigeria, or the Securities and Exchange Commission.
During the meeting, the special resolutions approving the scheme were passed with an overwhelming majority. Mrs. Bisi Bakare moved the motion to approve the sub-joined Special Resolutions, which was supported by Chief Olatunde Okelana. The Scrutineers, Messrs. Ernst and Young, confirmed the collated results of shareholders’ votes, indicating that 482,542,898 shares voted in favor of the special resolution, representing 99.98% of the shares held by shareholders present and voting at the meeting. Consequently, the Chairman declared the special resolutions approving the scheme carried.
It is worth noting that Union Bank Plc recently obtained a Federal High Court order to convene a meeting to consider and approve a Scheme of Arrangement between Union Bank of Nigeria Plc and the holders of its fully paid ordinary shares. The meeting was scheduled for June 13th, 2023, at The Shell Hall, MUSON Centre in Lagos.
As previously reported by RateCaptain, Titan Trust Bank Limited, Union Bank’s core shareholder, made an offer to acquire the shares of all minority shareholders in Union Bank. The transaction will be implemented through a Scheme of Arrangement, as outlined in Section 715 of the Companies and Allied Matters Act 2020 (as amended). Under the terms of the Scheme, Titan Trust Bank will acquire the outstanding Scheme Shares, which are the Bank’s shares not already held by Titan Trust, for a consideration of N7.00 per share.
With this acquisition, Titan Trust BankLimited aims to strengthen its position in the banking sector and expand its operations. The completion of the Scheme of Arrangement will mark a significant milestone for both Union Bank Plc and Titan Trust Bank Limited, shaping the future landscape of the Nigerian banking industry