Access Bank building
Pursuant to its planned acquisition of Diamond bank PLC, Access Bank Friday announced the schedule for the court-ordered shareholders meeting for March 5, 2019.
The meeting, which all shareholders are expected to attend in Lagos, was ordered on January 24 by Justice O. O. Oguntoyinbo of the Federal High Court, Lagos.
The court directed that a meeting of the holders of the fully paid-up ordinary shares of Access Bank Plc be convened and held for the purpose of considering and if thought fit, approving a Scheme of Merger between the company and Diamond Bank Plc as well as related matters.
A copy of the scheme document sent to all the shareholders said the following resolutions will be proposed, and if thought fit passed as special resolutions of Access Bank.
For purposes of identification, the publication said the scheme document dated January 24, 2019, has been endorsed by the Chairman and approved by the Directors of the bank.
They have also given consent to any modification of the scheme that the regulatory authorities, namely Securities and Exchange Commission (SEC), Central Bank of Nigeria (CBN) or the court shall impose or approve.
The directors were authorised to accept the transfer of all the assets, liabilities and undertakings, including real properties and intellectual property rights of Diamond Bank Plc upon the terms and subject to the conditions set out in the scheme document, without any further act or deed.
As consideration for the transfer of all the assets, liabilities and undertakings, including real properties and intellectual property rights of Diamond Bank Plc, the court authorised the directors to allot the scheme shares to Diamond Bank shareholders upon the terms and subject to the conditions set out in the scheme document, without any further act or deed.
The directors were also authorized to pay N1.00 per share for each issued and paid-up Diamond Bank ordinary share held as at the date of the court-ordered meeting
Also, it directed the company’s solicitors to seek orders of the court sanctioning the scheme and the foregoing resolutions as well as such other incidental, consequential or supplemental orders as are necessary or required to give full effect to the scheme.
The directors of the bank were equally authorised to take such actions as may be necessary to give effect to the scheme, including but not limited to the listing of its shares on the Nigerian Stock Exchange.
Consequently, by the order of the court, Mosun Belo-Olusoga was appointed the Chairman of the Board of Directors, with Ajoritsedere Awosika named as a director of the company.
In case both of them fail to accept the appointment, the court said any other director may be appointed by the shareholders present at the meeting to act as chairman of the meeting, while the chairman has been directed to report the outcome to the court.
“Voting at the meeting will be by poll. Shareholders may vote in person or they may appoint another person, whether a shareholder or not to attend and vote in their stead.
“In addition to the questions that Shareholders can ask at the meeting, the shareholders may submit questions on the Scheme to the Company prior to the date of the meeting. All such questions must be submitted to the Company Secretary on or before 5 p.m. on Monday March 4, 2019,” the court said.
The scheme will be subject to the subsequent approval of the Securities and Exchange Commission, the Central Bank of Nigeria and the sanction of the Federal High Court.