Court directs meeting to consider transfer of Access Bank into a holding company

The recent efforts by Access Bank to transform into a holding company received yet another boost, as the Federal High Court of Nigeria in an order dated November 19, 2021, directed that a meeting of the holders of the fully paid ordinary shares of the Bank be convened, for the purpose of considering the transfer of the bank to a holding company.

According to a notice issued by the financial giant and signed by its secretary, Sunday Ekwochi, the court-ordered meeting is expected to hold on Thursday, December 16, 2021, at the Bank’s Head Office in Victoria Island, by 10:00 am.

The shareholders of the Bank will be required to consider and if thought fit, pass a special resolution for the transfer of 35,545,225,622 ordinary shares of 50 kobo each, to Access Holdings Plc.

The following are some of the sub-joined resolutions that will be proposed, and if thought fit, passed as special resolution at the meeting:

1. The Scheme of Arrangement dated November 19, 2021, 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.
2. In accordance with the Scheme of Arrangement, the 35,545,225,622 ordinary shares of 50 kobo each in the issued and paid-up share capital of the Bank held by the shareholders be and are hereby transferred to Access Holdings Plc (“the Holdco”) in exchange for the allotment of 35,545,225,622 ordinary shares of 50 kobo each in the share capital of the Holdco to the shareholders in proportion to their shareholding in the Bank credited as fully paid without any further act or deed.
3. The Board of Directors of the Bank be and is hereby authorized to take all necessary action to delist the shares of the Bank from the official list of the Nigerian Exchange Limited.
4. The Memorandum and Articles of the Bank be and are hereby amended as set out in the Annexure to this Notice; and
5. The Board of Directors of the Bank be and is hereby authorized 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 Securities & Exchange Commission, the Central Bank of Nigeria, the Federal High Court or any other regulatory authority may think fit to approve or impose.

To facilitate the meeting, the bank disclosed that the register of its members will be closed from December 6, 2021.  In addition, it is pertinent to note that the meeting will be held by proxy. In view of this, a list of about 11 selected proxies has been made available for shareholders to pick from. The proxy form will be sent to the registered email address of shareholders and would also be available at the bank’s website (www.accessbankplc.com) and that of its registrars (www.coronationregistrars.com). Shareholders are encouraged to submit the duly completed proxy form on or before 10:00 am on December 15, 2021.

• Recall that Access Bank had earlier obtained approval in principle from the Central Bank of Nigeria (CBN) to restructure its operations into a holding structure.
• Access Bank share price slightly appreciated by about 1.1% today to close at N9.20 per share on the local bourse.