Shareholders of Access Bank Plc have given the nod for the bank to proceed with its proposed restructuring into a Holding company status.
The shareholders reached the resolution on Thursday at a court-ordered meeting held at the back’s headquarters in Victoria Island Lagos.
A Federal High court sitting in Lagos had on November 19 ordered Access Bank to convene a meeting to enable shareholders of the Bank to consider the proposed Scheme of arrangement into a holding company.
The meeting which was chaired by the chairman of the Board of Directors, Ajoritsedere Awosika had representatives from the Central Bank of Nigeria (CBN) , Corporate Affairs Commission (CAC), Securities and Exchange Commission (SEC), the Nigerian Exchange Limited (NGX) while Audit firm, Pricewaterhouse Coopers (PWC) vetted and certified the voting process.
The meeting had in attendance, 873 shareholders by proxy and five physically present, collectively owning 15, 312, 747, 251 shares representing 43.08 percent of the issued and paid up shares of the company voted unanimously to adopt the scheme for the restructuring.
The resolution was adopted via voting which requires every shareholder to vote in person or by proxy. Each shareholder is entitled to one vote per share that he or she holds, according to the voting rule that specifies that the statutory majority shall approve the scheme by majority not less than three – quarter value of the shares of members present voting in person or by proxy.
The scheme of arrangement dated November 19 2o21 was therefore approved by the shareholders who by their actions have transferred 35.545 billion shares of Access Bank Plc in exchange for the allotment of 35.545 billion in shares of 50 kobo in the share title to Holdco status.
The shareholders also approved that the board of directors take all necessary action to delist the shares of the bank from official listing on the Nigerian Exchange Limited NGX and also, the amendment of the Memorandum of Association of the bank. In addition, the board of the bank is also authorized to take all necessary action to give effect to the scheme.
Access Bank Plc had last week announced that it has obtained approval in principle from the Central Bank of Nigeria (CBN) to restructure into a non-operating financial holding company.
The Group said the restructure into a holdco status will result in Shareholders holding shares in the Holdco in the same proportion as their current holdings in the Bank and the Bank’s subsidiaries.
The holdco status is expected to provide the banks with several benefits including facilitating the business growth of the bank and the expansion of its services in Nigeria, Africa and beyond. The new status will also senable Access Bank to diversify its business portfolio into new areas within the financial services industry that are permissible by the CBN holdco regulation.
The holdco structure will also bridge the risk by preventing one business from affecting the performance of another. Accordingly, under the holdco structure, the assets of the bank are referred from the non- banking services.
Other benefits include; more focus regulatory oversight of the various arms of the group, risk fencing of each business from the risk of the other by preventing the business performance of one business from affecting the other and facilitate a consolidated financial strength of the Group which will improve assets and liabilities.
According to the tier – 1 lender, with the holdco status capital and liquidity will be expedited to accommodate leverage with minimal risk to regulatory ratios and unbundling the bank from oversight functions and responsibilities of managing the subsidiaries and ensure the bank is solely focus on its core operation.
Speaking at the meeting, Group Managing Director of Access Bank Plc, Herbert Wigwe thanked the shareholders for their continued support and endorsement for the scheme, while assuring that the bank would adhere to best practice.
“The scheme is a great vision we want to create. What this shows is that the institution is moving into a larger institution anf this will be evident as we move to the next level. The Holdco will lead to increase expansion and we will have a separate board for the holding company
“We will follow best practice and very very stringent standard. But the reality is that the way the CBN regulate non operating holdco is extremely heavy. They make very significant demands on the holding companies.”
Upon completion of the holdco process, the bank will be known as Access Holdings Plc and it will own controlling stakes in all its subsidiaries and influence the decision-making process even though it will not be involved in the day-to-day running of the units.
The holdco process will be completed by April 15, 2022, when the shares will be listed on the Nigerian Exchange Limited (NGX).
