DIAMONDBNK Announces March 5, 2019 As Court Ordered Meeting Date

Friday, January 25, 2018 10:58AM / NSE

Notice is hereby given that by an Order of the Federal High Court sitting in Lagos (hereinafter called the Court), dated the 24th day of January 2019 made under the hand of the Honourable Justice O. O. Oguntoyinbo in the above matter, the Court has directed that a meeting of the holders of the fully paid up ordinary shares of Diamond Bank Plc (hereinafter called the Company) be convened and held for the purpose of considering and if thought fit, approving (with or without modification) a Scheme of Merger between the Company and Access Bank Plc (the Scheme). The Scheme is explained in detail in the Explanatory Statement contained on Pages 14 to 23 of the Scheme Document.

The meeting will be held at Grand Banquet Hall, Civic Centre, Ozumba Mbadiwe Avenue, Victoria Island, Lagos on the 5th day of March, 2019 at 10:00 am, or so soon thereafter, at which place and time all the aforesaid shareholders are requested to attend. A copy of the Scheme Document is being sent to shareholders.

At the meeting, the following sub-joined resolutions will be proposed and, if thought fit, passed as special resolutions of the Company:

1.  “That the Scheme as contained in the Scheme Document dated the 24th day of January, 2019 a printed copy of which has been submitted to the meeting and, for purposes of identification, endorsed by the Chairman, be and 1s hereby approved; and that the Directors be and are hereby authorised to consent to any modification of the Scheme Document that the Securities and Exchange Commission (SEC), Central Bank of Nigeria (CBN) and or the Court shall deem fit to impose and approve.”
   
2. “That the transfer of all the assets, liabilities and undertakings, including real properties and intellectual property rights of the Company to Access Bank Plc, upon the terms and subject to the conditions set out in the Scheme Document, be and is hereby approved without any further act or deed.”
   
3.  “That all legal proceedings, claims and litigation matters pending or contemplated by or against the Company be continued by or against Access Bank Plc after the Scheme 1s sanctioned by the Court.”
   
4.  “That in consideration of (2) above, all shareholders of the Company shall, after the Scheme is sanctioned by the Court, be allotted 2 ordinary shares of 50 kobo each in Access Bank Plc “(credited as fully paid) in exchange for every 7 ordinary shares of the Company of 50 kobo each (‘the Share Consideration’); and be paid $1.00 for every share held in the Company (‘the Cash Consideration’) within 10 Business Days of the Court sanction of the Scheme.”
   
5. “That the entire share capital of the Company be cancelled and the Company be dissolved without winding up.”
   
6. “That the Solicitors of the Company be and are hereby directed 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.”
   
7. “That the Directors of the Company be and are hereby authorised to take such other actions and steps as may be necessary or required to give full effect to the scheme.”
   

By the said Order, the Court has appointed the Chairman of the Board of Directors, Mr. Dele Babade, or failing him, Mr. Chris Ubosi , a director of the Company or failing them both, any other director appointed in their stead by the shareholders present at the meeting to act as Chairman of the said meeting and has directed the Chairman of the meeting to report the results thereof to the Court.

Voting at the meeting will be by poll. Shareholders may vote in person or they may appoint a proxy (whether a shareholder or not) to attend the meeting 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 5pm on Monday, 4th March, 2019.

A proxy form is being sent to each shareholder. In the case of joint shareholders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholders, and for this purpose, seniority will be determined by the order in which the names of the joint shareholders appear in the register of members of the Company, in respect of the joint shareholding.

It is requested that duly executed and stamped proxy forms (together with any power of attorney or other authority under which the proxy form is signed, or a notarized copy of such power of attorney or other authority) be lodged at the office of the Registrar, as shown on the Proxy Form, not less than 24 hours before the time appointed for the meeting. Please note that the lodging of a proxy form does not prevent you from attending the meeting and voting in person should you so wish. However, in such instances, your proxy will not be entitled to attend the meeting or vote thereat.

A member entitled to attend and vote at the meeting who has not received a copy of the Scheme Document within 14 days of the date of this notice can obtain copy of same from the Registrar of Diamond Bank Plc, Centurion Registrars Limited at 33B/C, Cameron Road, Ikoyi, Lagos.

Closure of Register of Members

The Register of Members will be closed on February 19, 2019 for the purpose of determining attendance at the Court-ordered Meeting. Accordingly, changes to - and entries in - the Register of Members of the Company after that date shall be disregarded for purposes of the meeting

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.

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