As widely touted, Titan Trust Bank Limited, new owners of Union Bank of Nigeria Plc, has scheduled a meeting of shareholders at an Extra-ordinary General Meeting for 11am on June 13, 2023 in Lagos to, among other resolutions, approve the proposed delisting of UBN’s entire the fully paid-up ordinary shares from the Nigerian Exchange Limited (NGX).
Titan Trust Limited acquired 93.4% interest in Union Bank in December 2021, after initially acquiring 89.4% from a pool of stakes belonging to major investors, executed through a Share Sale and Purchase Agreement (SSPA) between its majority shareholders – Union Global Partners Limited, and Atlas Mara Limited, among others, and TTB.
This, according to a notice to the NGX dated May 16, and jointly signed by Somuyiwa Sonubi and Abubakar G. Anafi, Company Secretary of UBN and Partner in the law firm of G. Elias, TTB wants the shareholders to approve the scheme of merger dated May 10, 2023, including that the shares of UBN be transferred to it at N7.00 each.
Thereafter, the NGX and Central Securities Clearing System Plc (CSCS) are to be “notified and requested to terminate trading in the shares with effect from the Eligibility Date and no trading or transfer of the bank’s shares shall be registered after that date.”
Consequently, the shareholders shall also vote to authorize directors of Union Bank “to take all necessary steps and to consent to any modifications of the Scheme of Arrangement that the Federal High Court or the Central Bank of Nigeria or the Securities and Exchange Commission may deem fit to impose or approve, or that may otherwise be required.”
Earlier, Union Bank Plc notified the NGX and stakeholders that TTB Limited, its core shareholder, “has informed the Board of Directors of Union Bank of an offer for the acquisition of all the shares held by the minority shareholders in Union Bank (the Scheme Shares), in accordance with the provisions of Section 715 of the Companies and Allied Matters Act 2020 (as amended).
“Under the terms of the Scheme, the Scheme Shares, being the outstanding shares of the bank not already held by Titan Trust, will be acquired by Titan Trust for a consideration of N7.00 per share.”
Union Bank said it received the ‘No Objection’ of both the Central Bank of Nigeria and Securities & Exchange Commission.
The planned delisting, if approved, will be happening 52 years since UBN, then Barclays Bank BDO (Barclays Bank of Nigeria Limited) was first listed on the NGX in 1971.
The divestments also came with the complete divestment of the UBN’s entire shareholding interest (direct and indirect) in its subsidiary, Union Bank (UK) Plc, to all the shareholders in the bank’s records as of March 4, 2022, pro rata to their existing shareholding interests in the bank, following which Union Bank UK “is not included in the transaction with Titan Trust Bank.