The Board of Directors and management of Guaranty Trust Bank Plc (GTBank) has disclosed that the Federal High Court of Nigeria has directed that a meeting of the holders of the fully paid ordinary shares of GTBank Plc, be convened on December 4, 2020 for the purpose of considering the transfer of the bank to a holding company.
This information was conveyed through a Notice of Court-Ordered Meeting by the bank, and published on the website of the NSE. It was signed by the bank’s secretary, Erhi Obebeduo, and the Nigerian legal counsel to the bank, Aluko & Oyebode.
According to the information contained in the disclosure, the court-ordered meeting of the holders of the fully paid ordinary shares of Guaranty Trust Bank Plc to be convened for the purpose of considering and if thought fit, approving, with or without modification, a Scheme of Arrangement pursuant to Section 715 of the Companies and Allied Matters Act, 2020 between the bank and the holders of the fully paid ordinary shares of 50 Kobo each in the bank.
The meeting will be held at the Oriental Hotel, 3, Lekki Road, Victoria Island, Lagos, Nigeria, at 10:00 a.m. or soon thereafter, at which place and time the Holders are requested to attend.
Resolutions to be proposed at the meeting are “The following are some of the sub-joined resolutions that will be proposed, and if thought fit, passed as special resolution at the meeting: The Scheme of Arrangement dated November 4, 2020, a printed copy of which has been produced for the meeting and, signed by the Chairman be and is hereby approved.
“In accordance with the Scheme, the 29,431,179,224 ordinary shares of 50 Kobo each in the issued and paid-up share capital of the Bank held by the shareholders be and are hereby transferred to Guaranty Trust Holding Company Plc (the Holdco) in exchange for the allotment of 29,431,179,224 ordinary shares of 50 Kobo each in the share capital of the Holdco to the shareholders in the same proportion to their shareholding in the Bank credited as fully paid without any further act or deed.
“In accordance with the Scheme and pursuant to the prospectus issued by the Holdco, each existing holder of the Global Depositary Receipts issued by the Bank (the Existing GDRs) receive, as consideration for each existing GDR held, one new Global Depositary Receipt issued by JP Morgan Chase Bank N.A. (JP Morgan Chase), the Depositary Bank for the Holdco GDR programme (the Holdco GDRs).
“The Board of Directors of the Bank be and is hereby authorised to take all necessary actions to delist the shares of the Bank from the official list of The Nigerian Stock Exchange.
“The management of GTBank had obtained an approval-in-principle from the Central bank of Nigeria (CBN) to operate as a financial holding company.
“Under the restructuring, it is proposed that the issued shares of the bank will be exchanged on a one-for-one basis for the shares in a financial holding company. The bank’s existing Global Depositary Receipts (GDRs) are also proposed to be exchanged on a one-for-one basis for new GDRs to be issued by the financial holding company.
“Subject to the approval of the Scheme by the Bank’s shareholders, the relevant regulatory authorities, and the Federal High Court of Nigeria, the holding company will have an organizational structure that is used by a significant number of major financial institutions globally.”
However, commenting on the development in March was Segun Agbaje, the Chief Executive officer of GTB, said that a holding company structure would enable the bank to keep up with the latest trends in the Nigerian financial services industry.