Sterling Bank Plc Shareholders to meet as it transitions to a HoldCo

Shareholders of Sterling Bank Plc (NGX: STERLNBANK) will meet on Monday, 19th September 2022 at Shell Hall, MUSON Centre, Onikan Lagos at 10.00am in compliance with a Federal High Court Lagos order, to consider resolutions that will see the bank transition to a Holding Company structure.

The Court had on 5th August 2022, ordered that a meeting of the holders of the fully paid-up ordinary shares of Sterling Bank PLC be convened for the purpose of considering and if thought fit, approving, with or without modification, a Scheme of Arrangement between the Bank and the holders of the fully paid-up ordinary shares of 50 Kobo each in the Bank in accordance with Section 715 of the Companies and Allied Matters Act, No. 3 of 2020, incorporating a carve-out and transfer of the Non-Interest Banking Business under Section 711 of the Companies and Allied Matters Act, No. 3 of 2020 (as amended).

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The under mentioned sub-joined resolutions will be proposed and considered and if thought fit passed as a special resolution at the Meeting:

“That:

The Scheme of Arrangement dated 5th August 2022, 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 28,790,418,124 ordinary shares of 50 Kobo each in the issued and paid-up share capital of the Bank held by the Scheme Shareholders be and are hereby transferred to Sterling Financial Holdings Company Limited (“HoldCo”) in exchange for the allotment of 28,790,418,124 ordinary shares of 50 Kobo each in the share capital of HoldCo to the shareholders in the same proportion to their shareholding in the Bank credited as fully paid without any further act or deed;
The Bank will transfer all the assets, liabilities and undertakings related to the non-interest banking business to The Alternative Bank Limited;
. In accordance with the Scheme of Arrangement, all of the shares held by the Bank and its nominee in The Alternative Bank Limited, together with all rights and liabilities attached to such shares, shall be transferred to HoldCo. The Alternative Bank Limited will be a direct subsidiary of HoldCo;
The Board of Directors of the Bank be and is hereby authorised to take all necessary actions to delist the shares of the Bank from the official list of Nigerian Exchange Limited;
The Bank be re-registered as a private limited company under the Act and the Memorandum and Articles of the Bank be and are hereby amended as set out in the Annexure to the Notice of meeting;
That the Solicitors of the Company be and are hereby directed to seek orders of the Court sanctioning the Scheme and the foregoing resolutions, as well as such incidental, consequential and supplemental orders as are necessary or required to give full effect to the Scheme;
The Board of Directors of the Bank be and is hereby authorised 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 Central
Bank of Nigeria, the Securities and Exchange Commission, the Federal High Court or any other regulatory authority may think fit to approve or impose.”

The Court has appointed Mr Asue Ighodalo as Chairman of the Meetng, or failing him, Mr Abubakar Suleiman, or failing both of them, any other director so appointed in their stead, to act as Chairman of the said Meeting.

The Court further directed that a report of the meeting be provided to it.

In a notification released by Sterling Bank Plc, It stated that voting at the meeting will be by poll.

The Scheme will be subject to the final approval of the SEC and subsequent sanction of the Court and will become effective upon the delivery of a certified true copy of the order of the Court sanctioning the Scheme to the Corporate Affairs Commission.

In September 2020, Investogist reported that Sterling via a corporate release, announced that it will restructure as Holding Company.

The CEO, Mr. Abubakar Suleiman had stated that the Bank had obtained the Central Bank’s approval and that the Bank’s desire to operate as a Holding Company was driven by its plan to spin off its non-interest banking window.