THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about the contents of this document or any action to be taken, please consult your Banker, Solicitor, Accountant or any other independent professional adviser duly registered under the Investments and Securities Act (No. 29 of 2007) immediately.
If you have sold or otherwise transferred all your shares in Access Bank Plc (''Access Bank'' or ''Access'' or ''the Bank''), please give this document and any accompanying documents to the purchaser or transferee or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. In the alternative, kindly return this document to the Registrar.
The receipt of this document or any information contained in it or supplied with it or subsequently communicated to any other person does not constitute investment advice to a shareholder from Access Bank or to any other person by the Bank or its directors and the Bank does not commit to providing shareholders with any other information, updates or corrections to this document or the information contained herein.
The release, publication or distribution of this document and/or any accompanying documents (in whole or in part) in, or into, jurisdictions other than the Federal Republic of Nigeria may be restricted by laws of those jurisdictions and therefore this document and/or the accompanying documents may not be distributed or published in any jurisdiction except in compliance with any applicable laws and regulations. Persons into whose possession this document and/or any accompanying documents come should inform themselves about, and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
SCHEME OF ARRANGEMENT
(Under Section 715 of the Companies and Allied Matters Act, 2020)
ACCESS BANK PLC
THE HOLDERS OF ITS FULLY PAID ORDINARY SHARES OF 50 KOBO EACH IN CONNECTION WITH THE PROPOSED RESTRUCTURING OF ACCESS BANK PLC AND RELATED GROUP COMPANIES WHICH WILL RESULT IN A NEW NON- OPERATING HOLDING COMPANY - ACCESS HOLDINGS PLC - BECOMING THE LISTED PARENT ENTITY OF THE BANK AND RELATED GROUP COMPANIES
Incorporating an Explanatory Statement on the Proposed Scheme of Arrangement (in compliance with Section 716 of the Companies & Allied Matters Act, 2020)
Chapel Hill Denham Advisory Limited ("Chapel Hill Denham") is acting as the Financial Adviser in respect of the proposed Scheme of Arrangement ("the Scheme"). Chapel Hill Denham will not be responsible to any person, individual or corporate body other than Access Bank Plc ("Access Bank" or the "Bank") in relation to the contents of this document or any transactions or arrangements referred to herein.
The notice convening the Court-Ordered Meeting of Access Bank is set out on pages 52 to 54 of this document. A Proxy Form is also attached. To be valid, the attached Proxy Form must be completed, signed and duly stamped together with the Power of Attorney or other authority- if any - under which they are signed and in accordance with the instructions printed thereon) and must be returned to the Bank's Registrars (Coronation Registrars Limited at 9, Amodu Ojikutu Street, Victoria Island, Lagos) not later than 24 hours before the date of the scheduled Court-Ordered Meeting.
The proposals, which are the subject of the Scheme set out in this document, have been cleared with the Securities and Exchange Commission and issued pursuant to the Approval-in-principle granted by the Central Bank of Nigeria in relation to the proposed restructuring. The actions that you are required to take are set out in the proxy on page 57 of this scheme document.
THIS DOCUMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENT SHALL BE SOLD, ISSUED, SUBSCRIBED FOR, PURCHASED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.