A Federal High Court has directed that shareholders of Access Bank Plc should meet for the purpose of considering/approving the bank’s plan to restructure into a holding company. A corporate action by the company said during the meeting, the shareholders will consider and approve, with or without modification, a Scheme of Arrangement pursuant to Section 715 of the Companies and Allied Matters Act, 2020 (‘the Act’) between the Bank and the holders of the fully paid ordinary shares of 50 kobo each in the Bank.
The Meeting will be held on Thursday, December 16, 2021 at the Bank’s Head Office, Plot 14/15, Prince Alaba Oniru Street, Oniru Estate,
Victoria Island, Lagos at 10.00 a.m or soon thereafter, at which place and time the shareholders are requested to attend. Copies of the Scheme
Document containing details of the Scheme have been made available to the shareholders of the Bank.
Also during the meeting, the following sub-joined resolution will be proposed and if thought fit passed as a special resolution of the Bank:
- The Scheme of Arrangement dated November 19, 2021, a printed copy of which has been produced for the Meeting and (for the purpose of
identification only) signed by the Chairman be and is hereby approved; - In accordance with the Scheme of Arrangement, the 35,545,225,622 ordinary shares of 50 kobo each in the issued and paid-up share capital
of the Bank held by the shareholders be and are hereby transferred to Access Holdings Plc (“the Holdco”) in exchange for the allotment of
35,545,225,622 ordinary shares of 50 kobo each in the share capital of the Holdco to the shareholders in proportion to their shareholding in the
Bank credited as fully paid without any further act or deed; - The Board of Directors of the Bank be and is hereby authorized to take all necessary action to delist the shares of the Bank from the official
list of the Nigerian Exchange Limited; - The Memorandum and Articles of the Bank be and are hereby amended as set out in the Annexure to this Notice; and
- The Board of Directors of the Bank be and is hereby authorised 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 of Arrangement or any conditions that the Securities & Exchange
Commission, the Central Bank of Nigeria, the Federal High Court or any other regulatory authority may think fit to approve or impose.”
By the said Order, the Court has appointed Dr. (Mrs.) Ajoritsedere Awosika or failing her, Dr. Herbert Wigwe, or failing them both, 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.
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. Voting at the Meeting.
Pursuant to the Order, in the interest of public safety and having due regard to the Nigeria Centre for Disease Control (NCDC) COVID-19
Guidance for Safe Mass Gatherings in Nigeria, (and the restrictions on public gatherings by the Lagos State Government to 50% capacity up
to a maximum of 500 people per gathering), only persons indicated to be selected proxies on the Proxy Form would be allowed to attend the
Meeting physically. All other Shareholders would be required to attend the Meeting online and to vote at the Meeting through a proxy.
In view of the foregoing, an order of the Court was sought and obtained for the Court-Ordered Meeting to be held by prox
