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Sterling Bank restructures, changes name

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Sterling Bank scales regulatory hurdle to become a holding company

Sterling Bank has restructured and taken on a new name, Sterling Financial Holdings Company Limited (HoldCo), after shareholders agreed to transfer their investment into the HoldCo, which will become a parent company.

Over 28,790,418,124 ordinary shares of 50 Kobo each in the issued and paid-up share capital of Sterling Bank held by the Scheme Shareholders were transferred to Sterling Financial Holdings Company Limited. This will hand investors, who held the transferred shares in Sterling Bank, the same volume of shares in the HoldCo.

Also, the assets, liabilities and undertakings related to the non-interest banking business in Sterling Bank will be transferred to The Alternative Bank Limited, which Ripples Nigeria had reported was Approved in principle as a standalone company 10 months ago.

Sterling Bank took this path to compete against Guaranty Trust Holding Company, Access Holdings, and other financial institutions looking to branch into other markets beyond core banking.

Recall that GTCO and Access Holdings were created to act as parent companies to Guaranty Trust Bank (GTBank) and Access Bank respectively, in a bid to accommodate more ventures that are not core banking.

In a document sent to the investing public and the capital market authority, Nigerian Exchange Limited (NGX), it explained that the new business direction was considered and passed as a Special Resolution of the Company on September 19, 2022.

Resolution passed at the court ordered meeting

• In accordance with the Scheme of Arrangement, the 28,790,418,124 (Twenty Eight Billion, Seven Hundred and Ninety Million, Four Hundred and Eighteen Thousand, One Hundred and Twenty Four) 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 (Twenty Eight Billion Seven Hundred and Ninety Million Four Hundred and Eighteen Thousand One Hundred and Twenty Four) 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;

Read also:Sterling Bank MD, Suleiman, directors engage in share dealing of N42.36m

• The Bank will 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 Companies and Allied Matters Act No. 3 of 2020 (as amended) 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 Solicitors of the Bank be directed to seek orders of the Court sanctioning the Scheme and the foregoing resolutions, as well as such incidental, consequential and supplemental orders as are necessary or required to give full effect to the Scheme; and

• The Board of Directors of the Bank be and is hereby authorized to do all such other acts 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 Central Bank of Nigeria, the Securities and Exchange Commission, the Federal High Court or any other regulatory authority may think fit to approve or impose.

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