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Scheme of Arrangement and the Recapitalization of Union Bank Plc

Category: Mergers & Aquisitions


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Scheme of Arrangement and the Recapitalization of Union Bank Plc

A transaction structure has been agreed to under the terms of the Transaction Implementation Agreement (“TIA”) signed on July 12, 2011 between Union Bank of Nigeria Plc (“Union Bank”) and African Capital Alliance Consortium (“the ACA).

Under the Terms of the TIA, the Bank’s capital will be reorganized as follows:

 

1.Pro-rata cancellation of N5,488,437,500 (Five billion, Four Hundred and Eighty-Eight Million,Four Hundred and thirty-Seven Thousand, Five Hundred Naira) comprising 10,976,875,000 (Ten Billion, Nine Hundred and Seventy-Six Million, Eight Hundred and Seventy-Five   Thousand)Ordinary shares of 50 kobo each from the bank’s authorized and paid-up share capital.
 

2. Through the scheme, the Holders of Union Bank shares so cancelled shall RETAIN 3 ordinary Shares of 50 kobo each in the Bank credited as fully paid up FOR every 16 ordinary shares of 50kobo previously held by them prior to the Effective Date.

3. The sum of N 1,266,562,500 (One Billion, Two Hundred and Sixty-six Million, Five Hundred and Sixty-two Thousand, Five Hundred Naira) comprising 2,533,125,000 (Two Billion, Five Hundred and Thirty-Three Million, One Hundred and Twenty-Five Thousand) ordinary shares of 50 kobo each will be retained in the share capital account as ordinary shares held by Existing Shareholders of the Bank, based on the Retention Ratio.

4. In consideration of the Financial Accommodation Amount injected into the Bank, AMCON will be issued and allotted ordinary shares with a nominal value of N1, 697,203,632 (One Billion, Six Hundred and Ninety- Seven Million, Two Hundred and Three Thousand, Six Hundred and Thirty-Two) representing 3,394,407,265 (Three Billion, Three Hundred and Ninety-Four Million, Four Hundred and Seven Thousand, Two Hundred and Sixty-Five) ordinary shares of 50 kobo each.

5. In consideration of the Equity Investment injected into the Bank, UGPL will be issued and allotted ordinary shares with a nominal value of N5, 504, 137, 103 (Five Billion, Five Hundred and Four Million, One Hundred and Thirty-Seven Thousand, One Hundred and Three) representing 11,008,274,206 (Eleven Billion, Eight Million, Two Hundred and Seventy-Four Thousand, Two Hundred and Six) ordinary shares of 50 kobo each.

6. In that regard, the aforementioned placing to AMCON and the ACA Consortium (through UGLP) will comprise 3,394,407,265 (Three Billion, Three Hundred and Ninety-four Million, Four Hundred and Seven Thousand, Two Hundred and Sixty-Five) ordinary shares of 50kobo each and 11,008,274,206 (Eleven Billion, Eight Million, Two Hundred and Seventy-Four Thousand, Two Hundred and Six) ordinary shares of 50kobo each respectively and the Rights issue will comprise of 1,407,291,667 (One Billion, Four Hundred and Seven Million, Two Hundred and Ninety-One Thousand, Six Hundred and Sixty-Seven) ordinary shares of 50kobo each.
 

7. A target issued share capital of N9,171,549,068.51 (Nine Billion, One Hundred and Seventy-One Million, Five Hundred and Forty-Nine Thousand, Sixty-Eight Naira, Fifty-One kobo) comprising 18,343,098,138 (Eighteen Billion, Three Hundred and Forty-Three Million, Ninety-Eight Thousand, One Hundred and Thirty Eight) ordinary shares of 50 kobo each is proposed by the Bank post capital reorganization and recapitalization.
 

8. It is also proposed that the shareholders of Union Bank will be offered participation in a Rights issue comprising 1,407,291,667 ordinary shares of the Bank.

The above is to be approved at the Court Ordered Meeting and subsequent Annual General Meeting taking place on September 30, 2011 at 9am and 11am respectively at this Day Dome, COZA Corporate TF 10, Metro Plaza Central Business District and Abuja Federal Capital Territory.

Union Bank shareholders are kindly requested to: Send enquiries by email to:  Recapitalization@unionbanking.com
Call our help desk: 08039012700
Visit the following website for information on the transaction:
 http://www.unionbank-recap.com

Your completed proxy form should be sent in a sealed envelope marked “Customer Service Dept – UBN Recapitalization” to UBN Company Secretary, Stallion House Plaza, 36 Marina, Lagos or dropped at the nearest Union Bank branch.

 

Union Bank Plc
Big, Strong, Reliable


http://www.proshareng.com/quote/UBN



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