WorldStage Newsonline– Guaranty Trust Bank Plc has announced the approval of the Federal High Court on November 6, 2020 for its shareholders to meet on December 4, 2020, at the Oriental Hotel, 3, Lekki Road, Victoria Island, Lagos, Nigeria, at 10:00 a.m to discuss and approve, with or without modification the scheme to transferred to Guaranty Trust Holding Company Plc.
In accordance with the Scheme, the 29,431,179,224 ordinary shares of 50 Kobo each in the issued and paid-up share capital of the Bank held by the shareholders be and are hereby transferred to Guaranty Trust Holding Company Plc (the Holdco) 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;
In accordance with the Scheme and pursuant to the prospectus issued by the Holdco, each existing holder of the Global Depositary Receipts issued by the Bank (the Existing GDRs) receive, as consideration for each Existing GDR held, one new Global Depositary Receipt issued by JP Morgan Chase Bank N.A. (JP Morgan Chase), the Depositary Bank for the Holdco GDR programme (the Holdco GDRs);
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 The Nigerian Stock Exchange;
The Board of Directors of the Bank be and is hereby authorised to take all necessary actions to cancel and delist the Existing GDRs from the official list of the United Kingdom (UK) Financial Conduct Authority and from trading on the London Stock Exchange;
The Bank be re-registered as a private limited company under the Act and the Memorandum and Articles of the Bank be and are hereby amended as set out in the Annexure to the Scheme Document;
The Board of Directors of the Bank be and is hereby authorised to do all such things 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.”
By the said Order, the Court has appointed Mrs. Osaretin Demuren as Chairman of the Meeting, or failing her, Mr. Segun Agbaje, or failing both of them any other director so appointed in their stead, to act as Chairman of the said Meeting and has directed that a report of the Meeting be provided to the Court. Voting at the Meeting will be by poll. The said 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.
