Acquisition: Union Bank Minority Shareholders Approve Transfer of Scheme Shares at N7 Per Share

Shareholders of Union Bank Plc have approved the resolution to receive N7.00 per scheme share as a consideration for share transfer following the acquisition of shares held by all minority shareholders in the bank by Titan Trust Bank Limited.

The resolution to approve the scheme was passed at the Court Ordered Meeting of the Company held on June 13 with 99.98 percent of the shares held by shareholders present and voting at the meeting.

To this end, shareholders will receive N7.00 per scheme share as a consideration for share transfer following the acquisition of shares held by all minority shareholders in Union Bank Plc by Titan Trust Bank Limited.

According to a statement signed by Somuyiwa Sonubi, the Company Secretary, of Union Bank at the meeting, the members considered and duly passed the resolutions.

“That the Scheme of Arrangement dated the 10 days of May 2023 be and is hereby approved and that the Directors be and are hereby authorised to consent to any modification of the Scheme of Arrangement that the Federal High Court shall deem fit to impose or approve.

“To give effect to the Scheme subject to such modification, addition and condition agreed between the Bank and Holders of its ordinary shares and/or approved or imposed by the Court, the Scheme Shares (as defined in this Scheme Document) be transferred to Titan Trust Bank Limited. The Holders of the Scheme Shares be paid the Scheme Consideration (as defined in the Scheme Document) by Titan Trust Bank for the transfer of the said Scheme Shares.

That as consideration for the transfer of the Scheme Shares, each holder of the Scheme Shares shall receive N7.00 per share transferred

“That Nigerian Exchange Ltd. (NGX) and Central Securities Clearing System Pic (CSCS) shall be notified and requested to terminate trading in the shares with effect from the Eligibility Date and no trading or transfer of the Bank’s shares shall be registered after that date.

“That conditional upon the Scheme becoming effective, the Bank’s shares shall be de-listed from NGX on the Eligibility Date, and following that date, all the share certificates representing the interests of the Scheme Shareholders (as defined in the Scheme Document) shall be deemed to be dematerialized and in the case of dematerialized shares, all the shares of the Bank that were lodged with the CSCS shall be transferred to Titan Trust Bank.

“That the Board of Directors of the Bank be and is hereby authorized to take all necessary steps and to consent to any modifications of the Scheme of Arrangement that the Federal High Court or the Central Bank of Nigeria or the Securities and Exchange Commission may deem fit to impose or approve, or that may otherwise be required.”

According to the statement, the motion to approve the sub-joined Special Resolutions was moved by Mrs Bisi Bakare and supported by Chief Olatunde Okelana.

The Scrutineers, Messrs. Ernst, and Young summarised and confirmed the collated results of shareholders’ votes from the poll and thereafter the Chairman declared the following overall results provided by the Scrutineers:

Based on the results, the Chairman informed the meeting that the total number of shares that voted in favour of the special resolution approving the scheme is 482, 542, 898, representing 99.98 per cent of the shares held by shareholders present and voting at the meeting and therefore declared the special resolutions approving the scheme carried.

It will be recalled that Union Bank Plc recently received a Federal High Court order to convene a meeting to consider and if thought fit, approve (with or without modification) a Scheme of Arrangement between Union Bank of Nigeria Plc and the holders of its fully paid ordinary shares.

It was reported that Union Bank Plc received an offer from its core shareholder Titan Trust Bank Limited to acquire the shares of all minority shareholders in Union Bank.

The bank noted that the transaction will be implemented by way of a Scheme of Arrangement between the Bank and the Bank’s shareholders (the Minority Shareholders), by the provisions of Section 715 of the Companies and Allied Matters Act 2020 (as amended).