By Dipo Olowookere
Shareholders of Guaranty Trust Bank (GTBank) Plc will gather on Friday, December 4, 2020, in Lagos to decide if they will agree to exchange their shares in the bank for the equities of the proposed new holding company, Guaranty Trust Holding Company Plc.
GTBank has said it wants to operate as a financial holding company from 2021. This will make the bank a subsidiary of the new structure and will lead to the delisting of the GTBank from the Nigerian Stock Exchange (NSE) and the listing of GT Holdco on the bourse.
To make this a reality, the firm has obtained an authorisation from a Federal High Court sitting in Lagos. According to GTBank, this order for a Court-Ordered Meeting (COM) was obtained on dated November 6, 2020.
The meeting is to seek the approval of shareholders of the company for the transfer of the 29,431,179,224 ordinary shares of 50 Kobo each in the issued and paid-up share capital of the bank held by them to GT Holding Company Plc in exchange for the allotment of 29,431,179,224 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.
This meeting, Business Post gathered, will be held at the Oriental Hotel, 3, Lekki Road, Victoria Island, Lagos, at 10:00am or soon thereafter, at which place and time the holders are requested to attend.
The deal is in pursuant to Section 715 of the Companies and Allied Matters Act, 2020 (the Act).
It was stated that Chairman of GTBank, Mrs Osaretin Demuren, was appointed by the court to head the gathering and in the event, she is unable to attend, the MD/CEO of the company, Mr Segun Agbaje, is to take charge and if both of them are unable to chair the event, any other director so appointed in their stead will lead the proceedings.
It was disclosed that voting at the meeting will be by poll, while the 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 (CAC).
The notice from GTBank said shareholders who intend to attend the meeting electronically are required to register by visiting maxmeeting.datamaxgroup.ng. They will be required to provide their registered email address(es) and phone number(s) in completing the accreditation.
“A message containing a unique link to be utilized for attending the meeting will be sent to the registered email of shareholders upon completion of the accreditation process.
“Accreditation of shareholders would start on November 20, 2020, and end before the meeting commences. The current and proposed memorandum and articles of association of the bank with proposed changes will be available on the bank’s website at www.gtbank.com/investor-relations,” the notice said.
Adedapo Adesanya