Zenith Bank to Seek Shareholders’ Approval for Holding Company

Zenith Bank to Seek Shareholders’ Approval for Holding Company

Kayode Tokede

The shareholders of Zenith Bank Plc, Nigeria’s largest bank by profit will on April 26, 2024 at a Court-Ordered Meeting vote for or against the financial institution’s proposed corporate reorganisation which will result in a new non-operating Holding Company (HoldCo) to be called Zenith Bank Holding Company Plc.
The Scheme of Arrangement dated March 28, 2024 posted on the Nigerian Exchange Limited (NGX) seeks shareholders approval for a 31,396,493,787 ordinary shares of 50 kobo each in the issued and paid up share capital of the Bank held by shareholders are transferred to Zenith Bank Holding Company Plc in exchange for the allotment of 31,396,493,787 ordinary shares of 50 kobo each in the share capital of the Holdco to the shareholders in the same proportion to their shareholding in the Bank credited as fully paid without any further act or deed.

Other part of the Scheme of Arrangement revealed that, “In accordance with the Scheme, all of the shares held by nominees of the Bank inn Zenpay Limited, together with all rights and liabilities attached to such shares, shall be transferred to Holdco. Zenpay Limited will be direct subsidiary of HoldCo, subject to CBN approval.
“In accordance with the Scheme and pursuant to the prospectus issued by the HoldCo, each existing GDR Hold receive, as consideration for each Existing GDR held, one new HoldCo GDR.

“The shares of the Bank be delisted from the official list of the Nigerian Exchange; the board of director of the Bank be and is hereby authorized to take all necessary actions to delist the shares of the Bank from the official list of the Nigerian Exchange
“The Board of Directors of the Bank be and is hereby authorised to take all necessary actions to cancel and delist the Existing GDRs from the Official List of the UK Financial Conduct Authority and from trading on the London Stock Exchange.

“The re-registration of the Bank as a private limited liability company under the companies and Allied Matters Act 2020, be and is hereby approved.
The memorandum and Articles of thee Bank and is hereby altered as amended in the form set out in the Annexure to the Scheme Document;
“The Board of Directors of the Bank be and is hereby authorized to do all such things and take all such actions as are required to give effect to the Scheme, including consenting to any modifications of the Scheme or any conditions that the Central Bank of Nigeria, the Securities and Exchange Commission, the Federal High Court or any other regulatory authority may thing fit to approve or impose; and

“the company secretary be and is hereby authorized to mark the consequential filings at the Corporate Affairs Commission.”
The court order appointed Mr Jim Ovia as the Chairman of the meeting or failing him, Mr. Ebenezer Onyeagwu, or failing both of them, any other director so appointed in their stead, to act as Chairman of the said meeting and has directed that a report of the Meeting be provided to the Court Voting at the Meeting will be by poll.

It added that, “the said Scheme will be subject to the subsequent sanction of the Court and delivery of a certified true copy of the order of the Court sanctioning the Scheme to the Corporate Affairs Commission.
“In the case of joint shareholders, the vote of the sector holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders; and for this purpose, seniority will be determined by the order in which their names stand in the Register of Members of Zenith Bank Plc.”

The news is coming days after the Board of Directors of Zenith Bank announced the appointment of Dr. Adaora Umeoji as the Group Managing Director/ Chief Executive of the Bank designate.

According to the statement released on the NGX, the appointment is with effect from June 1, 2024, and is subject to approval by the CBN.  

She will take over from Dr. Onyeagwu, whose tenure expires on May 31, 2024. 

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