Access Bank Plc, on Monday announced the cancellation of its previously publicized extraordinary general meeting initially slated for February 1, 2019, at the Federal Palace Hotel, Lagos.
At the EGM, according to the original notice, shareholders were to raise its authorised share capital from N20bn, comprising of 38bn ordinary shares of 50 kobo each and two billion Preference shares of 50 Kobo each, to N35bn, by the creation of 30bn ordinary shares.
The directors were to be authorised to raise additional equity capital of up to a maximum of N75bn “by way of a rights issue in the ratio, on such terms and conditions and on such dates as may be determined by the Directors, subject to obtaining the approvals of the relevant regulatory authorities.”
The rights issue may be underwritten on such terms as may be determined by the Directors, subject to obtaining the approvals of the relevant regulatory authorities, just as the shareholders were also required to “waive their pre-emptive rights to any unsubscribed shares under the Rights Issue in the event of an under-subscription.”
As contained in the Memorandum of Agreement for merger between the bank and Diamond Bank, the directors were to propose that “if the Rights Issue contemplated in Resolution 2 is undertaken prior to the Implementation Date of the merger, the Directors of Access Bank be and are hereby authorized by way of a Placing and subject to obtaining all requisite regulatory approvals, to offer to Diamond Bank shareholders shares in Access Bank to be purchased after the Implementation Date on the same term as the Rights Issue and in the same proportion that they would be entitled to as if they had already become shareholders of Access Bank.”
As part of the special resolution, Access Bank’s Memorandum and Articles of Association was to be amended to reflect the various amendments to reflect that the Authorised Share Capital of Access Bank is N35bn divided into 68bn shares of 50 kobo and two billion preference shares of 50 kobo each.
The bank’s Memorandum of Association was also to be amended by the addition of sub-clause 14 to Clause 6 such that “the Authorised Share Capital of the Bank was increased from N20bn to N35bn by the creation of 30bn Ordinary Shares of 50 kobo each, ranking pari-passu with the bank’s existing Ordinary shares.”