The boards of Access Bank Plc and Diamond Bank Plc, on Friday informed stakeholders through the Nigerian Stock Exchange (NSE) that meetings of their shareholders will hold on March 5, 2019, to approve among others the Scheme of Merger of both institutions.
At the meetings, which are on the order of Justice O. O. Oguntoyinbo of the Federal High Court, Lagos, they told the NSE, shareholders will be required to consider and approve, with or without modification, the scheme of merger between both institutions.
Shareholders are also to approve “the transfer of all the assets, liabilities and undertakings, including real properties and intellectual property rights of (Diamond Bank) to Access bank Plc, upon the terms and subject to the conditions set out in the Scheme Document… without any further act or deed.”
As consideration, the meeting will also approve that the scheme be sanctioned by the court to the effect that Diamond Bank shareholders “be allotted two ordinary shares of 50 kobo each in Access Bank (credited as full paid) in exchange for every seven ordinary shares of the company… and be paid N1.00 for every share held in the company within 10 business days of the court sanction of the scheme.
“That the entire share capital of the company (Diamond Bank) be cancelled and the company be dissolved without winding up,” following which its solicitors be directed to seek orders of the court sanctioning the scheme and the foregoing resolutions, among others that may become necessary.
Voting at the meeting shall be by poll (one vote is equal to the number of shares an investor holds in the companies), while register of members for the purpose of determining attendance at the court-ordered meeting will close on February 19, 2019.
The approvals received for the court-ordered meetings may be why Access Bank recently cancelled its February extra-ordinary general meeting to approve an increase its authorized share capital. (READ STORY).