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:
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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