No fewer than 880 shareholders of Access Bank plc holding 15.32 billion units (100%) of the bank’s shares, yesterday, voted for the bank’s proposed corporate re-organisation.
This will eventually result in a new non-operating Holding Company (HoldCo) to be called Access Holdings plc.
The court-ordered meeting of the bank, Nigeria’s largest bank by asset, was held at the Access Tower in Victoria Island, Lagos.
The restructure would result in shareholders holding shares in the HoldCo in the same proportion as their current holdings in the bank and the bank’s shares being held wholly by the HoldCo would be a regulated entity for CBN purposes.
The restructured group will have a structure like that of some major global financial institutions; including those Access Bank considers to be its peers and competitors. The Board expects that the restructured group will have greater flexibility to adapt to future business opportunities, market and regulatory changes than is currently the case.
Chapel Hill Denham Advisory Limited acts as the Financial Adviser in respect of the proposed Scheme of Arrangement (the Scheme). The solicitors are Aluko & Oyebode and Africa Law Practice NG & Company. The stockbrokers to the Scheme are Coronation Securities Limited, while the Registrars are Coronation Registrars Limited.
On the effective date, each shareholder will receive one HoldCo share, which will be credited as fully paid, in exchange for every one Scheme share as at the terminal date. Each Scheme share will be transferred to the HoldCo without any further act or deed by the shareholder.
The Board considers the terms of the Scheme to be fair, reasonable and in the best interests of the shareholders, and unanimously recommended shareholders vote in favour of the subjoined resolution as proposed at the court-ordered meeting.
The indicative timeline shows that Access Bank will on December 29 file Scheme Resolution and Scrutineers’ Report with Securities and Exchange Commission (SEC) and notify the Central Bank of Nigeria (CBN) of the outcome of the court-ordered meeting.
On February 25, 2022, it hopes to obtain CBN’s final approval of the Scheme; while it also hopes to obtain SEC’s final approval of the Scheme on March 28.
The bank will submit an application for the CBN final licence on March 29, 2022, seeking a final licence to operate as the Financial Holding Company (FHC) of the bank and other non-banking subsidiaries, after the Scheme becomes effective.
The bank will apply to be delisted from the Nigerian Exchange Limited (NGX) and the HoldCo will be listed on the NGX. The shares of the HoldCo will be listed on the NGX on April 15, 2022, the Scheme’s indicative timeline shows.
The bank will continue to be subject to the full suite of CBN banking regulations and, in all other material respects. The banking subsidiaries will continue to be subject to the oversight of the respective prudential regulatory authorities in their jurisdictions. The Group’s firm-wide risk management framework will continue to apply across the entire restructured group.
The HoldCo was incorporated with two shareholders – Herbert Wigwe (2m units) and Roosevelt Ogbonna (2m units). As at the date of incorporation – February 10, 2021 – Wigwe and Ogbonna were the only shareholders of the HoldCo, and this has not changed.
Pursuant to the Scheme, the 35,545,225,622 ordinary shares of 50 kobo each of Access Bank held by qualifying shareholders will be exchanged for 35,545,225,622 ordinary shares of 50 kobo each of Access Holdings. The share capital for Access Holdings would amount to N17.772 billion.
Access Bank’s shares outstanding of 35,545,225,622 units are valued at N325.238 billion. Stanbic Nominees Limited holds 4,091,310,660 units, representing 11.51 percent of the bank’s shares outstanding, while other shareholders hold 31,453,914,962 units or 88.49 percent. Note that Stanbic Nominees held the shares as custodian for various investors. Stanbic Nominees do not exercise any right over the underlying shares.