BY FESTUS OKOROMADU, ABUJA
Titan Trust Bank Limited, new owner of Union Bank Plc, has announced plans to delist the shares of Union Bank of Nigeria Plc from the Nigerian Exchange Limited in the coming months.
This was contained in a notice sent to the NGX on Tuesday that a Federal High Court has ordered it to hold an extra ordinary shareholders meeting fixed for June 13, 2023, for the purpose of perfecting the new arrangement.
According to the statement, an order of the Federal High Court in Lagos, presided over by Justice A. Aluko, on May 10, 2023, directed that a meeting of the shareholders of the fully paid-up ordinary shares of Union Bank of Nigeria Plc be convened for the purpose of considering and if thought fit, approving a Scheme of Arrangement between bank and its shareholders.
Union Bank Company Secretary, Somuyiwa Sonubi, listed six resolutions to be passed at the meeting scheduled to take place at The Shell Hall, MUSON Centre.
The fifth item reads “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.”
Prior to this announcement, Titan Trust had on May 8, 2023 announced a Scheme of Arrangement proposing the acquisition of the entire shares of Union Bank Plc and offering to purchase the outstanding shares at N7.00 per share.
Other resolutions to be passed at the June meeting includes “That the Scheme of Arrangement dated the 10th day of May 2023 be and is hereby approved and that the Directors be and are hereby authorized to consent to any modification of the Scheme of Arrangement that the Federal High Court shall deem fit to impose or approve.
“For the purpose of giving 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: (i) The Scheme Shares (as defined in this Scheme Document) be transferred to Titan Trust Bank Limited. (ii) The holders of the Scheme Shares be paid the Scheme Consideration (as defined in this Scheme Document) by Titan Trust Bank Limited 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 (Seven Naira) per share transferred. 4. That Nigerian Exchange Limited (“NGX”) and Central Securities Clearing System Plc (“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 the Board of Directors of the Bank be and is hereby authorised 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.”
