Acquisition: Court orders a meeting of Union Bank Plc shareholders

The Federal High Court, sitting at Lagos has ordered a meeting of the shareholders of Union Bank Plc for the “purpose of considering 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,” the bank has said.

Justice A. Aluko in the above matter, gave the order on 10^th May, according to a notice issued by the bank to the Nigerian Exchange.

Investogist reported recently that Titan Trust Bank Limited, Union Bank’s core shareholder, has made an offer for the acquisition of all the shares held by the minority shareholders in Union Bank.

According to a filing with the Nigerian Exchange, the shares will be acquired by Titan Trust for a consideration of N7.00 (Seven Naira) per share.

The court ordered meeting will be held on the 13th of June 2023 at The Shell Hall, MUSON Centre, 8/9 Marina, Onikan, Lagos at 11.00 a.m.

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

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.
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 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 dematerialised shares, all the shares of the Bank that were lodged with the CSCS shall be transferred to Titan Trust.
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.

The Register of Members will be closed from 22nd May 2023 to 26th May 2023 (both dates inclusive) for the purpose of determining the right of attendance at the Court-Ordered Meeting.