Court intervenes in Titan Trust’s offer to buy out Union Bank shareholders

The minority shareholders of Union Bank of Nigeria (UBN) have been ordered by the Federal High Court to vote on the N7 per share acquisition offer from Titan Trust Bank Limited.

Union Bank revealed this in a statement dated May 16, 2023, stating that the Court Order Meeting (COM), where the minority investors will vote, will be held on June 13, 2023.

Recall that Titan Trust Bank had offered to buy out the minority investors in order to completely own Union Bank, where it has a 94.5 per cent (27.52 billion shares) ownership stake.

Titan Trust Bank plans to acquire the 1.74 billion shares in the hands of minority investors at the cost of N12.18 billion, which will enable the majority investor to delist Union Bank from the Nigerian Exchange Limited (NGX).

Union Bank said Justice A. Aluko of the Federal High Court, sitting at Lagos, gave the order on May 10, 2023. The court ordered Union Bank shareholders to vote on the Scheme of Arrangement, which consists of the acquisition arrangement.

READ ALSO: Titan Trust Bank offers N12.18bn for minorities shares to take Union Bank private

In the statement, Union Bank said: “At the meeting, the following sub-joined resolution will be proposed and if thought fit passed as a special resolution of the Bank:

1. That the Scheme of Arrangement dated the 10th day of May 2023 be and is hereby approved and that the Directors be and are hereby authorized to consent to any modification of the Scheme of Arrangement that the Federal High Court shall deem fit to impose or approve
2. For the purpose of giving effect to the Scheme subject to such modification, addition and condition agreed between the Bank and Holders of its Ordinary Shares and/or approved or imposed by the Court: (I) The Scheme Shares (as defined in this Scheme Document) be transferred to Titan Trust Bank Limited. (II) The holders of the Scheme Shares be paid the Scheme Consideration (as defined in this Scheme Document) by Titan Trust Bank Limited for the transfer of the said Scheme Shares.
3. That as consideration for the transfer of the Scheme Shares, each holder of the Scheme Shares shall receive N7.00 (Seven Naira) per share transferred.
4. That Nigerian Exchange Limited (“NGX”) and Central Securities Clearing System Plc (“CSCS”) 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.
5. 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 dematerialized 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.
6. 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.”