Shareholders of Unity Bank Plc (NGX: UNITYBNK) will be paid ₦3.18 for every share held in the Bank or be allotted 18 ordinary shares of ₦0.50 each in Providus Bank Limited in exchange for 17 ordinary shares of the Bank in accordance with the terms stipulated in the scheme of merger between the bank and ProvidusBank Limited.
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Investogist in August 2024 reported that the Central Bank of Nigeria’s (CBN) had approved a proposed merger between Unity Bank Plc and ProvidusBank Limited. The Apex bank went further to grant approval for a financial accommodation to support the proposed merger.
In a press release also reported by Investogist at the time, the Apex bank stated that the accommodation is designed to bolster the stability of Nigeria’s financial system and avert potential systemic risks.
Unity Bank in a regulatory filing on the Nigerian Exchange on Tuesday gave notice of a court Order directing that a meeting of the holders of the fully paid-up ordinary shares of Unity Bank Plc be convened and held for the purpose of considering and if thought fit, approving (with or without modification) a Scheme of Merger between the Bank and ProvidusBank Limited.
The meeting will be held at OOPL Hotel, Abeokuta, Ogun state on the 26th day of September 2025 at 9:00am, or so soon thereafter, at which place and time all the aforesaid shareholders are requested to attend. A copy of the Scheme Document will be sent to shareholders.
At the meeting, the following sub-joined resolutions will be proposed and, if thought fit, passed as special resolutions of the Bank:
- “That the Scheme of merger as contained in the Scheme Document dated the 25th day of June, 2025 a printed copy of which has been presented at the Court-0rdered Meeting and, for purposes of identification, endorsed by the Chairman, be and is hereby approved; and that the Directors be and are hereby authorised to consent to any modification of the Scheme Document that the Securities and Exchange Commission (“SEC”), Central Bank of Nigeria (“CBN”) and/or the Court shall deem fit to impose and approve.”
- “That the merger of all the assets, liabilities and undertakings, including real properties, and intellectual property rights of the Bank with that of ProvidusBank Limited, upon the terms and subject to the conditions set out in the Scheme Document, be and is hereby approved without any further act or deed.”
- “That all legal proceedings, claims and litigation matters pending or contemplated by or against the Bank be continued by or against ProvidusBank Limited after the Scheme is sanctioned by the Court.”
- “That in consideration of (2) above, all shareholders of the Bank shall, after the Scheme is sanctioned by the Court, be paid ₦3.18 for every share held in the Bank in accordance with the terms stipulated in the Scheme, or be allotted 18 ordinary shares of N0.50 each in Providus Bank Limited (credited as fully paid) in exchange for every 17 ordinary shares of the Bank of N0.50 each (the “Scheme Consideration”)”;
- “That the entire share capital of the Bank be cancelled and the Bank be dissolved without winding up.”
- “That the certificate of incorporation of Providus Bank Limited shall be the certificate of incorporation of the Enlarged Bank.”
- “That the Solicitors of the Bank be and are hereby directed to seek orders of the Court sanctioning the Scheme and the foregoing resolutions, as well as such other incidental, consequential or supplemental orders as are necessary or required to give full effect to the Scheme.”
- “That the Directors of the Bank be and are hereby authorised to take such other actions and steps as may be necessary or required to give full effect to the Scheme.”
By the said Order, the Court has appointed the Chairman of the Board of Directors, Mr. Hafiz Mohammed Bashir, or failing him, Mr. Ebenezer A. Kolawole, the Managing Director of the Bank or failing them both, any other director appointed in their stead by the shareholders present at the meeting to act as Chairman of the said meeting and has directed the Chairman of the meeting to report the results thereof to the Court.
Voting at the meeting will be by poll. Shareholders may vote in person, or they may appoint a proxy (whether a shareholder or not) to attend the meeting and vote in their stead. The statutory majority required at the meeting is a majority representing not less than three quarters in value of the ordinary shares of members present and voting in person or by proxy.
In addition to the questions that Shareholders can ask at the Meeting, the Shareholders may submit questions on the Scheme to the Bank prior to the date of the Meeting. All such questions must be submitted to the Company Secretary on or before 5pm on Tuesday, 23rd of September 2025.
Nnamdi Maduakor is a Writer, Investor and Entrepreneur
