Stock & Analyst Updates | |
Stock & Analyst Updates | |
3051 VIEWS | |
![]() |
Monday, February 11,
2019 05:25PM / NSE
Notice Is Hereby Given that by an Order of the Federal
High Court, sitting at 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 Access 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 Diamond Bank Plc (the Scheme) and matters connected therewith.
The Scheme is explained in detail in the Explanatory Statement on Pages 14 to
23 of the Scheme Document.
The Meeting will be held at Balmoral Convention
Centre, Federal Palace Hotel, 6/8 Ahmadu Bello Way, Victoria Island, Lagos on
the 5th day of March, 2019 at 1:00 p.m, 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
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 is hereby approved; and that the Directors be and are hereby
authorised to consent to any modification of the Scheme 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 Directors be and are hereby 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.”
3. “That as consideration for the transfer of all the
assets, liabilities and undertakings including real properties and intellectual
property rights of Diamond Bank Plc, the Directors be and are hereby authorised
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.” - pay the sum of N1.00 (One Naira) per share for each issued and
paid-up Diamond Bank ordinary share held at the date of the Court-Ordered
Meeting
4. “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.”
5. “That the Directors be and are hereby authorised to
take such actions as may be necessary to give effect to the Scheme including
but not limited to the listing of the Scheme Shares on the Nigerian Stock
Exchange.”
By the said Order, the Court has appointed the
Chairman of the Board of Directors, Mrs. Mosun Belo - Olusoga, or failing her,
Dr. (Mrs) Ajoritsedere Awosika 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 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 5pm on Monday March 4, 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 holders, and for this purpose seniority will be determined
by the order in which the names appear on the register of members of the
Company.
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 or
any adjournment thereof 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 Access Bank Plc, United Securities Limited, Plot 09, Ahmadu
Ojikutu Street, Victoria Island, Lagos.
Closure of Register of Members
The Register of Members will be closed on Tuesday 19th
Day of February 2019 for the purpose of determining shareholders qualified to
attend and vote at the 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.
Related
News
2. Fitch Places
Diamond and Access on Rating Watch on Merger Announcement
3. Moody’s: Access,
Diamond Deal, Positive for Nigerian Banking System – ThisDay –
Dec 22, 2018
4. Access Bank To
Hold An EGM On February 01 2019 To Seek Shareholders’ Approval on Potential
Merger
5. Key Takeaways
From The Conference Call On The Potential Access Bank – Diamond Bank Merger
6. Access – Diamond
Merger: Post-Consolidation, Capital Raise, Jobs, Branches And Investors
7. Diamond Bank
Gains N4.40bn In Market CAP In Two Days - ACCESS Dips By -5.52% As DIAMOND
Gains 9.62%
8. Initial Thoughts
on Potential Merger To Create Nigeria’s Largest Bank
9. SEC Nigeria
Confirms Notice OF Access - Diamond Bank Potential Merger Plans