Investogist - Access Bank Plc to Access Holdings Plc

A Federal High Court on Friday 19 November, 2021, gave an order directing that a meeting of holders of the fully paid ordinary shares of Access Bank Plc (NGX ticker: ACCESS)be convened for the purpose of considering and if thought fit, approve a scheme of arrangement between the Bank and the holders of the fully paid ordinary shares of 50 kobo in the Bank.

The Meeting will be held on Thursday, December 16, 2021 at the Bank’s Head Office, Plot 14/15, Prince Alaba Oniru Street, Oniru Estate, Victoria Island, Lagos at 10.00 a.m or soon thereafter, at which place and time the shareholders are requested to attend.

In September 2020, Access Bank Plc began the process of restructuring to a holding company.

At the Meeting, the following sub-joined resolution will be proposed and if thought fit passed as a special resolution of the Bank by the shareholders:

That:

The Scheme of Arrangement dated November 19, 2021, a printed copy of which has been produced for the Meeting and (for the purpose of identification only) signed by the Chairman be and is hereby approved;
In accordance with the Scheme of Arrangement, the 35,545,225,622 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 Access Holdings Plc (“the Holdco”) in exchange for the allotment of 35,545,225,622 ordinary shares of 50 kobo each in the share capital of the Holdco to the shareholders in proportion to their shareholding in the Bank credited as fully paid without any further act or deed;
The Board of Directors of the Bank be and is hereby authorized to take all necessary action to delist the shares of the Bank from the official list of the Nigerian Exchange Limited;
The Memorandum and Articles of the Bank be and are hereby amended as set out in the Annexure to this Notice; and
The Board of Directors of the Bank be and is hereby authorized to do all such things and take all such actions as are required to give effect to the Scheme, including consenting to any modifications of the Scheme of Arrangement or any conditions that the Securities & Exchange Commission, the Central Bank of Nigeria, the Federal High Court or any other regulatory authority may think fit to approve or impose.”

The Court in its order, appointed Dr. (Mrs.) Ajoritsedere Awosika or failing her, Dr. Herbert Wigwe, or failing them both, any other director so appointed in their stead, to act as Chairman of the said meeting and has directed that a report of the Meeting be provided to the Court. Voting at the Meeting will be by poll.

The said Scheme will be subject to the subsequent sanction of the Court and delivery of a certified true copy of the Order of the Court sanctioning the Scheme to the Corporate Affairs Commission.

Pursuant to the Order, in the interest of public safety and having due regard to the Nigeria Centre for Disease Control (NCDC) COVID-19 Guidance for Safe Mass Gatherings in Nigeria, (and the restrictions on public gatherings by the Lagos State Government to 50% capacity up to a maximum of 500 people per gathering), only persons indicated to be selected proxies on the Proxy Form would be allowed to attend the Meeting physically. All other Shareholders would be required to attend the Meeting online and to vote at the Meeting through a proxy.

In view of the foregoing, an order of the Court was sought and obtained for the Court-Ordered Meeting to be held by proxy