Shareholders get N7 per share as Union Bank exits Nigerian Exchange
Titan Trust Bank Limited, the core investor in rescued Union Bank of Nigeria (UBN) Plc, has offered to pay minority shareholders the sum of N7 per share in a buyout scheme for delisting from the Nigerian Exchange by the end of June.
To this end, Union Bank shareholders are expected to meet in Lagos on June 13, 2023, after an order of the Federal High Court Lagos directed that a meeting of shareholders be convened “to consider and if thought fit, approving (with or without modification) a Scheme of Arrangement between Union Bank of Nigeria Plc and the holders of its fully paid ordinary shares.”
In a filing to the Nigerian Exchange (NGX) on Tuesday quoting SUIT NO. FHC/L/CS/840/2023, Union Bank stated, among other things, that “the Bank’s shares shall be de-listed from NGX,” and “all the shares of the Bank that were lodged with the CSCS shall be transferred to Titan Trust” after the shareholders endorse the Scheme of Arrangement at the planned meeting.
The corporate communication dated May 16, and jointly signed by the Company Secretary, Union Bank of Nigeria Plc, Somuyiwa Sonubi, and Partner, Abubakar G. Anafi of G. Elias, further stated that: “The holders of the Scheme Shares be paid the scheme consideration 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 shares shall receive N7.00 (seven naira) per share transferred.
“That the NGX and the 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.”
According to the notice, the bank shall seek a resolution to authorize the Board of Directors 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 (CBN) or the Securities and Exchange Commission (SEC) may deem fit to impose or approve, or that may otherwise be required the Order of the Court, the Chairman of the Board of Directors, Farouk Mohammed Gumel, has been appointed to preside over the meeting, or in his absence “any other director appointed in his stead by the shareholders present at the meeting to act as Chairman of the said meeting” in which the presiding chairman is required to report the results thereof to the Court.
The statement noted that voting at the meeting will be by poll and that shareholders may vote in person, or appoint another person, whether a shareholder or not to attend and vote in their stead.
In compliance with NGX requirements, Titan Trust Bank Limited, the majority shareholder in Union Bank, will not be voting at the Court-Ordered Meeting and has informed Union Bank that it, its nominees, associates, related parties, or other party acting in concert, will not exercise its voting right at the meeting.
Ahead of the meeting, qualifying shareholders have been advised to submit any questions they may have to the Company Secretary via email to CompanySecretaryUBN @unionbankng.com not less than 24 hours before the meeting time.
“Shareholders sending in their questions will be required to provide the following details along with their questions: full name as provided during the purchase of the share(s), phone number, and email address (if available),” the statement clarified.
