Access Bank Plc to be delisted from the NGX, and be replaced by Access Holdings Plc

Access Bank Plc, a public limited liability company incorporated under the laws of the Federal Republic of Nigeria and listed on the Nigerian Exchange is to be replaced on the exchange but its new parent entity, Access Holdings Plc (Holdco).

The news of this was contained in a scheme of arrangement published on the Nigerian Exchange Limited, and seen b Investogist.

Investogist had reported on 23rd November, 2021 that a Federal High Court had given an order directing that a meeting of holders of the fully paid ordinary shares of Access Bank Plc (NGX: 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.

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

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.

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In pursuant of this meeting, the bank has now released a full document of the scheme of arrangement for Shareholders’ consideration.

All Shareholders of ACCESS who held shares of the bank as at 6th December, 2021 are eligible to attend and vote at the forthcoming court-ordered meeting.

ACCESS bank has an authorized share capital of the Bank is N20,000,000,000.00 (Twenty Billion Naira) comprising 38,000,000,000 (Thirty Eight Billion) ordinary shares of N0.50k (fifty kobo) each and 2,000,000,000 (two billion) preference shares of 50 kobo each, and its issued share capital is N17,772,612,811.00 (Seventeen Billion, Seven Hundred and Seventy-Two Million, Six hundred and Twelve Thousand, Eight Hundred and Eleven Naira) comprising 35,545,225,622 (Thirty Five Billion, Five Hundred and Forty-Five Million, Two Hundred and Twenty-Five Thousand, Six Hundred and Twenty-Two) ordinary shares.

The bank’s preference shares are currently unissued and will remain in the authorised share capital of the Bank and will not be transferred to the HoldCo upon the completion of the restructuring. At the completion of the restructuring the Bank will be admitted to trade on the NASD Plc.

The authorized share capital of the Holdco is ₦27,050,000,000.00 (Twenty-Seven Billion, Fifty Million Naira) divided into 54,100,000,000 (Fifty Four Billion, One Hundred Million) ordinary shares of ₦0.50 kobo each. and its issued share capital is ₦2,000,000.00 (Two Million Naira) divided into 4,000,000 (Four Million) ordinary shares of ₦0.50 Kobo (fifty kobo) each

Details of the Scheme

Transfer of Access Bank Plc Shareholders to the Holdco: Each Shareholder of the Bank will receive one (1) ordinary share of fifty (50) kobo each in the Holdco, which will be credited as fully paid, in exchange for every one (1) ordinary share of fifty (50) kobo each held in the Bank as at the
Terminal Date. Each share held by such shareholder in the Bank will be transferred to the Holdco without any further act or deed.
Relinquishment of shares in Holdco: The Holdco was incorporated with 2 (two) shareholders, Dr Herbert Wigwe and Mr Roosevelt Ogbonna. Upon the Scheme becoming Effective, the pre Scheme shareholders of Holdco will relinquish the shares held in the Holdco.
Delisting of the Scheme Shares and Listing of the Holdco Shares on The NGX: The Bank will apply to have the Shares delisted from The NGX. In its place, the Holdco Shares will be listed on The NGX and the Shareholders will be credited with the Holdco Shares in the same proportion as their Access shareholding within 5 (five) Business Days of the Effective Date.
Conditions Precedent: The Scheme shall become binding on all the Shareholders as from the Effective Date, irrespective of whether they attended or voted at the Court-Ordered Meeting (and if they attended and voted, irrespective of whether they voted in favour of the Scheme), if the following conditions precedent are fulfilled:
1. The Scheme is approved, with or without modification(s), by a resolution of a majority representing threequarters (¾) in value of the votes exercisable by Shareholders present and voting either in person or by proxy at the Court-Ordered Meeting;
2. Issuance of the Final Licence by the CBN;
3. The SEC approves, with or without modification, the terms and conditions of the Scheme as agreed by majority of the Shareholders;
4. The relevant regulators in each jurisdiction where the Group conducts regulated banking activities have been notified in advance of the Restructure and that the Bank will remain the parent company of the subsidiaries;
5. The Court sanction of the Scheme with or without modification(s); and
6. Delivery of a CTC of the Court Sanction to the CAC for registration.
Consequential Activities:
1. The pre-Scheme shareholders of Holdco will relinquish the shares they hold in Holdco and all the issued shares of the Bank would be transferred to the Holdco without any further act or deed;
2. The Holdco Shares will be registered with the SEC;
3. Each Shareholder as at the Terminal Date, will receive 1 (one) Holdco Share, which will be credited as fully paid, in exchange for every 1 (one) Scheme Share as at the Terminal Date;
4. The Holdco will enter the names of the Shareholders in its register of members;
5. The Holdco Shares will be listed on the Official List of The NGX and the Shareholders will be credited with their equivalent shareholding in the CSCS;
6. The Scheme Shares will be delisted from the Official List of The NGX and all share certificates representing the interests of the Shareholders (to the extent that such certificates remain in existence) shall cease to be valid or to have any value; and
7. The Bank will be admitted to trade on the NASD Plc
Effectiveness: The Scheme shall become effective on the day on which a CTC of the Court Sanction is delivered to the CAC for registration, following which the current shareholders of the Holdco shall surrender their shares (issued, but unpaid for) in the Holdco. These shares shall become part of the un-issued shares of the Holdco.
Modification: The Board of Directors of the Bank is authorized to consent, on behalf of all parties concerned, to any modification(s) of or addition to the Scheme which the Court or any regulatory authority may deem fit to approve or to any condition which the Court or any regulatory authority may impose.

The Board of Access Group and the Financial Adviser considers the Holdco structure as appropriate to ensure the Bank maintains it’s competitive advantage and sustains it’s financial viability; and will position it for future expansion in line with its strategic objectives.

Access Bank Plc has subsidiaries in 12 countries across Africa and Europe.