By Modupe Gbadeyanka
Tomorrow, Tuesday, March 5, 2019, shareholders of Access Bank and Diamond Bank will gather at two separate venues to deliberate on the proposed merger between both financial institutions.
While shareholders of Access Bank will meet at the Balmoral Convention Centre, Federal Palace Hotel, Victoria Island, Lagos, those of Diamond Bank will converge few kilometres away at Grand Banquet Hall, Civic Centre, Victoria Island, Lagos.
The main purpose of the Extraordinary General Meetings (EGMs) is to give their respective boards the authority to make the banks a corporate entity.
Business Post reports that Diamond Bank will first hold its EGM tomorrow by 10am, while Access Bank fixed its for 1:00pm.
Information gathered by our correspondent has it that both lenders have put finishing touches to the preparations and are ready to convince the shareholders to approve the merger.
“I can tell you that we are ready for Tuesday’s meeting. We are very confident that our shareholders will approve this merger with Access Bank,” a source at Diamond Bank, who is privy with the preparations, informed Business Post at the weekend.
It is important to note that tomorrow’s meetings were ordered by Justice O Oguntoyinbo of a Federal High Court sitting in Lagos.
The judge held that Chairman of the board of Access Bank, Mrs Mosun Belo-Olusoga, Mrs Ajoritsedere Awosika, who is a director of the company or any other director appointed in their stead by the shareholders present at the meeting will act as Chairman of the said meeting, while for the Diamond Bank meeting, Chairman of the board, Mr Dele Babade; or Mr Chris Ubosi, who is a director of the lender, or any other director appointed in their stead by shareholders present at the meeting will take charge.
At the Access Bank meeting, shareholders will vote to consider if “the Scheme as contained in the Scheme Document dated the 24th, day of January, 2019, a printed copy of which has been submitted to the meeting and, for purposes of identification, endorsed by the Chairman, be and is hereby approved; and that the Directors be and are hereby authorised to consent to any modification of the Scheme that the Securities and Exchange Commission (SEC), Central Bank of Nigeria (CBN) and or the Court shall deem fit to impose and approve.”
“That the Directors be and are hereby authorised to accept the transfer of all the assets, liabilities and undertakings including real properties and intellectual property rights of Diamond Bank Plc upon the terms and subject to the conditions set out in the Scheme Document, without any further act or deed.”
“That as consideration for the transfer of all the assets, liabilities and undertakings including real properties and intellectual property rights of Diamond Bank Plc, the Directors be and are hereby authorised to; allot the Scheme Shares to Diamond Bank Shareholders upon the terms and subject to the conditions set out in the Scheme Document, without any further act or deed; and pay the sum of N1.00 (One Naira) per share for each issued and paid-up Diamond Bank ordinary share held at the date of the Court-Ordered Meeting.
“That the Solicitors of the Company be and are hereby directed to seek orders of the Court sanctioning the Scheme and the foregoing resolutions, as well as such other incidental, consequential or supplemental orders as are necessary or required to give full effect to the Scheme.
“That the Directors be and are hereby authorised to take such actions as may be necessary to give effect to the Scheme including but not limited to the listing of the Scheme Shares on the Nigerian Stock Exchange.”
For Diamond Bank shareholders, they will vote, “That the Scheme as contained in the Scheme Document dated the 24th, day of January, 2019, a printed copy of which has been submitted to the meeting and, for purposes of identification, endorsed by the Chairman, be and is hereby approved; and that the Directors be and are hereby authorised to consent to any modification of the Scheme that the Securities and Exchange Commission (SEC), Central Bank of Nigeria (CBN) and or the Court shall deem fit to impose and approve.
“That the transfer of all the assets, liabilities and undertakings including real properties and intellectual property rights of the company to Access Bank Plc, upon the terms and subject to the conditions set out in the Scheme Document, be and is hereby approved without any further act or deed.
“That all legal proceedings claims, litigation matters pending or contemplated by or against the company be continued by or against Access Bank Plc after the Scheme is sanctioned by the court.
“That in consideration of the (2) above, all shareholders of the company shall, after the Scheme is sanctioned by the court, be allotted two ordinary shares of 50 kobo each in Access Bank Plc ‘(credited as fully paid)’ in exchange for every 7 ordinary shares of the company of 50 kobo each (the share consideration); and be paid N1 for every share held in the company (the cash consideration) withi 10 business days of the court sanction of the scheme.
“That the entire share capital of the company be cancelled and the company be dissolved without winding up.
“That the solicitors of the company be and are hereby directed to seek orders of the court sanctioning the scheme and the foregoing resolutions, as well as such other incidental, consequential or supplemental orders as are necessary or required to give full effect to the scheme.
“That the directors of the company be and are hereby authorised to take such other actions and steps as may be necessary or required to give full effect to the scheme.”
Earlier this year, Business Post reported that Access Bank was considering changing its corporate identity after the ‘marriage’ with Diamond Bank, which should be officially consummated before the end of June 2019.
Speaking at a customer forum in Lagos, CEO of Diamond Bank, Mr Uzoma Dozie while responding to a question on whether the enlarged bank will have a new name, had said, “I believe that the name will be Access Bank, but the identity will be the one that is recognised by both Access Bank and Diamond Bank.
“So, it will be……just as we have come here today to inform you of what we are doing and get your feedback, we are also going to have a customer forum to help us decide what is the best identity that when people see, they will say this is Diamond Bank, this is Access Bank.”
His counterpart at Access Bank, Mr Herbert Wigwe, had explained further that, “Let me just add to that point, if you go to global banks like Barclays Bank and HSBC that have gone through mergers and acquisitions, you can keep an identity, but you can also make sure you reflect the identity of the different institutions and what they do.
“So, the retail will look like what you see in Diamond Bank so you don’t lose your connection; that is how it happens.
“If you look at the corporate logo and how things will come out, you will not see that you’ve not lost anything.
“Same thing for Access Bank customers, because you know we were also at the corporate end. We also have to be mindful of these customers as well.
“So, we have to do something that will sit nice for Access Bank customers and also sit nice for the retail business of Diamond Bank.”
Some experts have said the merger between both lenders could help in saving over N150 billion as direct result of economies of large scale which will translate to returns on equity to shareholders.
They emphasised that the synergy will yield over N62 billion savings on the revenue side, adding that N40.9 billion would come from extended product offering while N8.4 billion from expanded digital channels.
They also hope that N6.7 billion is going to be saved from the extension of market share in corporate and retail banking markets, and another N6.2 billion to be dug from treasury sales.
That is not all the good side to what could be eked out from the merger. On the expenditure side, the managers believe that savings of N88.1 billion would be made; and from procurement and facility management a whopping N40.5 billion or about half of the savings is expected to come while N21 billion will accrue from cost of funds reduction through lower deposit pricing.
More savings of N12.6 billion from IT integration; N13.5 billion from branch consolidation; and another N500 million to be squeezed from support functions integration, bringing envisaged total integration savings to about N150.1 billion.
The merger managers were of the opinion that going forward the savings would improve investor’s equity returns as the merger would allow for both economies of scale and of scope as fixed costs would be shared over a much larger depositor and borrower base.
It was also stressed that those who would benefit more from the merger scheme are customers of the enlarged bank who stand the chance of achieving a lot more through the combination of Access Bank and Diamond Bank.
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