Article summary
- Titan Trust Bank 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 transaction will be implemented by way of a Scheme of Arrangement between the Bank and the Bank’s shareholders (the Minority Shareholders).
- The shares will be acquired by Titan Trust for a consideration of N7.00 per share.
Union Bank Plc has disclosed that it has received an offer from its core shareholder Titan Trust Bank Limited to acquire the shares of all minority shareholders in Union Bank.
Union Bank stated this in a Proposed Scheme of Arrangement notice to the Nigerian Exchange Limited (NGX) and the investment community obtained by Nairametrics.
According to the statement signed by Somuyiwa Sonubi, the Company Secretary, the Bank’s 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.
Scheme of Arrangement
The bank noted that the transaction will be implemented by way of a Scheme of Arrangement between the Bank and the Bank’s shareholders (the Minority Shareholders), in accordance with the provisions of Section 715 of the Companies and Allied Matters Act 2020 (as amended).
It stated that 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 consideration of N7.00 per share.
‘No Objection’ Union Bank said it has received the ‘No Objection’ of both the Central Bank of Nigeria and the Securities & Exchange Commission. The bank said:
- “The terms and conditions of the Scheme are stated in the Scheme Document which will be despatched to all shareholders, following receipt of an order from the Federal High Court to convene a Court-Ordered Meeting of the Bank’s shareholders.”
What you should know
Union Bank Plc last year announced the completion of core investors’ sale of a majority shareholding to Titan Trust Bank Limited, a subsidiary of TGI Group.
This is just as the bank announced board changes that resulted from the resignation and subsequent retirement of the Directors from the Board of Union Bank and the appointment of new directors. The statement further said:
- “Following Union Bank of Nigeria Plc’s notification in December 2021 of the execution of a Share Sale and Purchase Agreement (SSPA) between the Bank’s majority shareholders – Union Global Partners Limited, Atlas Mara Limited, et al. – and Titan Trust Bank Limited (TTB), and the subsequent receipt of all necessary regulatory approvals, Union Bank hereby notifies Nigerian Exchange Limited (NGX), the Securities & Exchange Commission and members of the public of the completion of the transaction under the SSPA, which effectively transfers 93.41% of Union Bank’s issued share capital to TTB.
- “Consequently, in compliance with NGX, Rulebook and the Amendments to the Listing Rules, Union Bank hereby notifies NGX, our esteemed stakeholders, and the investing public of the following: ‘Union Bank hereby notifies NGX that with the completion of the transaction, TGI Group, parent of TTB, now becomes the majority shareholder and core investor in Union Bank.
- “Union Bank hereby notifies NGX of the completion of the divestment of the Bank’s entire shareholding interest (direct and indirect) in its subsidiary, Union Bank (UK) Plc (“UBUK”), to all the shareholders in the Bank’s records as of 4th March 2022, pro rata to their existing shareholding interests in the Bank. Consequently, UBUK is not included in the transaction with Titan Trust Bank”.