THE shareholders of Union Bank have approved transfer of its Scheme Shares to Titan Trust Bank.
Following the subjoined special resolutions as stated in the Notice of Court Ordered Meeting dated May 16, 2023, the Scheme Document dated May 10, 2023 for the bank’s Scheme of Arrangement were approved by Union Bank’s shareholders.
The shareholders’ approval read, “That the Scheme be and is hereby approved and that the directors be and are hereby authorised to consent to any modification of the Scheme of Arrangement that the Federal High Court shall deem fit to impose or approve.”
They also agreed that holders of the Scheme Shares be paid the Scheme Consideration (as defined in the Scheme Document) by Titan Trust Bank for the transfer of the said Scheme Shares.
As regards the transfer of the Scheme Shares, each holder of the scheme Shares shall receive N7.00 per share transferred.
The Nigerian Exchange Limited and Central Securities Clearing System Plc shall 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.
The shareholders also approved that conditional upon the Scheme becoming effective, the bank’s shares shall be de-listed from NGX on the eligibility date and following that date, all the share certificates representing the interests of the Scheme Shareholders (as defined in the Scheme Document) shall be deemed to be dematerialised and in the case of dematerialised shares.
all the shares of the bank that were lodged with the CSCS shall be transferred to Titan Trust Bank.
“That the Board of Directors of the bank be and is hereby authorised 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,” a filing document noted.
The motion to approve the sub-joined special resolutions was moved by Mrs Bisi Bakare and supported by Chief Olatunde Okelana.
The scrutineers, Messrs. Ernst and Young, summarised and confirmed the collated results of shareholders’ votes from the poll and thereafter the chairman declared the following overall results provided by the scrutineers:
“Premised on the above overall results, the chairman informed the meeting that the total number of shares that voted in favour of the special resolution approving the Scheme is 482,542,898, representing 99.98 percent of the shares held by shareholders present and voted at the meeting and therefore declared the Special Resolutions approving the Scheme.”
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