Delisting of Access Bank Plc and listing of Access Holdings Plc

Access Bank Plc (NGX: ACCESS) has been delisted from the Nigerian Exchange and Access Holdings Plc (NGX: ACCESSCORP) has been listed in its stead, according to the market bulletin issued by NGX Regulation Limited.

Trading in the shares of Access Bank Plc was placed on full suspension effective Thursday, 24 March 2022, in preparation for the delisting of Access Bank and listing of the Holding Company, Access Holdings Plc .

“The entire 35,545,225,622 issued shares of Access Bank were delisted from the Daily Official List of Nigerian Exchange Limited (NGX) today, 28 March 2022 while Access HoldCo”s entire issued share capital of 35,545,225,622 ordinary shares of 50 Kobo each were also today, 28 March 2022, listed on the Daily Official List of NGX at N9.95 per share,” the market bulletin read in part.

“The delisting of Access Bank and listing of Access HoldCo on NGX is pursuant to the Scheme of Arrangement between Access Bank Plc and the holders of its fully paid ordinary shares of 50 Kobo each as approved by the Securities and Exchange Commission and sanctioned by the Court.”

Investogist reported in December 2021 that 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 by its new parent entity, Access Holdings Plc (Holdco), according to the scheme of arrangement published on the Nigerian Exchange Limited.

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.