STERLING Bank Plc is set to finalize its Holding Company structure as the court gave direction for a meeting with shareholders to give approval of the scheme.
Sterling Bank notified the Nigerian Exchange Limited (NGX) and the investing public of the court-ordered meeting for holders of the fully paid ordinary shares of Sterling Bank Plc regarding the application for Alternative Bank Limited.
According to the notice, the Court has directed that a meeting of the holders of the fully paid-up ordinary shares of Sterling Bank Plc be convened for the purpose of considering and if thought fit, approving, with or without modification, a Scheme of Arrangement between the Bank and the holders of the fully paid-up ordinary shares of 50 Kobo each in the bank, incorporating a carve-out and transfer of the Non-Interest Banking business.
The notice stated: “In accordance with the Scheme of Arrangement, the 28,790,418,124 ordinary shares of 50 Kobo each in the issued and paid-up share capital of the Bank held by the Scheme Shareholders be and are hereby transferred to Sterling Financial Holdings Company Limited (“HoldCo”) in exchange for the allotment of 28,790,418,124 ordinary shares of 50 Kobo each in the share capital of HoldCo to the shareholders in the same proportion to their shareholding in the Bank credited as fully paid without any further act or deed.”
Therefore it was noted that the bank would transfer all the assets, liabilities and undertakings related to the non-interest banking business to The Alternative Bank Limited.
“In accordance with the Scheme of Arrangement, all of the shares held by the bank and its nominee in The Alternative Bank Limited, together with all rights and liabilities attached to such shares, shall be transferred to HoldCo. The Alternative Bank Limited will be a direct subsidiary of HoldCo.
“The Board of Directors of the bank be and is hereby authorised to take all necessary actions to delist the shares of the bank from the official list of Nigerian Exchange Limited.
“The bank be re-registered as a private limited company under the Act and the Memorandum and Articles of the Bank be and are hereby amended as set out in the Annexure to the Notice of meeting,” the notice said.
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