Resolutions Passed and N7.00 per Share Transfer with Titan Trust Bank

Union Bank Plc recently held a Court Ordered Meeting on June 13, 2023, where several resolutions were passed regarding the acquisition of shares held by minority shareholders. This article discusses the resolutions and highlights the terms of the share transfer between Union Bank Plc and Titan Trust Bank Limited.

Resolutions Passed at the Meeting

During the meeting, the members of Union Bank Plc considered and approved the following resolutions:

1. Approval of the Scheme of Arrangement: The Scheme of Arrangement, dated May 10, 2023, was approved, and the Directors were authorized to consent to any modifications deemed fit by the Federal High Court.

2. Implementation of the Scheme: The Scheme Shares, defined in the Scheme Document, will be transferred to Titan Trust Bank Limited. Holders of the Scheme Shares will receive the Scheme Consideration, amounting to N7.00 per share, as consideration for the transfer.

3. Termination of Trading: Nigerian Exchange Ltd. (NGX) and Central Securities Clearing System Pic (CSCS) will be notified to terminate trading in Union Bank Plc's shares, effective from the Eligibility Date. No further trading or transfer of the Bank's shares will be registered after this date.

4. De-Listing from NGX: Conditional upon the Scheme becoming effective, Union Bank Plc's shares will be de-listed from NGX on the Eligibility Date. Share certificates representing the interests of the Scheme Shareholders will be deemed dematerialized, and dematerialized shares held with CSCS will be transferred to Titan Trust Bank.

5. Authorization of Necessary Steps: The Board of Directors of Union Bank Plc is authorized to take all necessary steps and consent to any modifications imposed or approved by the Federal High Court, Central Bank of Nigeria, or the Securities and Exchange Commission.

Passing of the Resolutions

The motion to approve the special resolutions was moved by Mrs. Bisi Bakare and supported by Chief Olatunde Okelana. Messrs. Ernst and Young, the Scrutineers, summarized and confirmed the collated results of shareholders' votes, which indicated overwhelming support for the resolutions. In total, 482,542,898 shares voted in favor, representing 99.98% of the shares held by shareholders present at the meeting.

Background and Transaction Details

Union Bank Plc received a Federal High Court order to convene the meeting to consider a Scheme of Arrangement between Union Bank of Nigeria Plc and its fully paid ordinary shareholdings. The meeting took place on June 13, 2023, at The Shell Hall, MUSON Centre, Lagos, and shareholders were requested to attend.

Titan Trust Bank Limited, a core shareholder of Union Bank Plc, made an offer to acquire the shares of all minority shareholders. The transaction will be executed through a Scheme of Arrangement, as per Section 715 of the Companies and Allied Matters Act 2020 (as amended). Under the terms of the Scheme, Titan Trust Bank will acquire the outstanding shares of Union Bank Plc not already held by them at a rate of N7.00 per share.

The resolutions passed at Union Bank Plc's Court Ordered Meeting signify the approval of the Scheme of Arrangement and the transfer of Scheme Shares to Titan Trust Bank Limited. The acquisition of minority shareholders' shares represents a significant development in the banking industry, with Union Bank Plc and Titan Trust Bank working towards a successful implementation of the arrangement.