1. Homepage
  2. Equities
  3. Nigeria
  4. Nigerian Stock Exchange
  5. Access Holdings Plc
  6. News
  7. Summary
    ACCESSCORP   NGACCESS0005

ACCESS HOLDINGS PLC

(ACCESSCORP)
  Report
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
SummaryMost relevantAll NewsAnalyst Reco.Other languagesPress ReleasesOfficial PublicationsSector newsMarketScreener Strategies

ACCESS BANK : SCHEME OF ARRANGEMENT BETWEEN ACCESS BANK PLC AND HOLDERS OF ITS PAID ORDINARY SHARES OF 50 KOBO EACH IN CONNECTION WITH THE PROPOSED RESTRUCTURING OF ACCESS BANK PLC AND RELATED GROUP COMPANIES

12/09/2021 | 02:52am EDT

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)

between

ACCESS BANK PLC

RC125384

and

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.

FINANCIAL ADVISER

RC 1381308

This Scheme Document is dated November 19, 2021

Contents

1.

DEFINITIONS .........................................................................................................................................................

3

2.

IMPORTANT NOTICES...........................................................................................................................................

6

3.

INDICATIVE TIMELINE...........................................................................................................................................

8

4.

DIRECTORS AND PARTIES TO THE SCHEME ..........................................................................................................

9

5.

LETTER FROM THE CHAIRMAN OF ACCESS BANK PLC ........................................................................................

11

6.

EXPLANATORY STATEMENT FROM THE FINANCIAL ADVISER............................................................................

13

7.

SCHEME OF ARRANGEMENT ..............................................................................................................................

19

APPENDIX A - FURTHER INFORMATION REGARDING ACCESS BANK PLC ..................................................................

23

APPENDIX B - FURTHER INFORMATION REGARDING ACCESS HOLDINGS PLC ..........................................................

38

APPENDIX C - FAIRNESS OPINION ..............................................................................................................................

42

APPENDIX D - TAX OPINION.......................................................................................................................................

46

APPENDIX E - STATUTORY AND GENERAL INFORMATION.........................................................................................

49

APPENDIX F - DOCUMENTS AVAILABLE FOR INSPECTION .........................................................................................

51

NOTICE OF COURT ORDERED MEETING ......................................................................................................................

52

ANNEXURE TO THE SCHEME DOCUMENT...................................................................................................................

55

PROXY FORM...............................................................................................................................................................

57

2 | P a g e

1. DEFINITIONS

The following definitions apply throughout this document except where otherwise stated:

Approval-in-Principleor AIP

The Approval-in-Principle in relation to the proposed Restructure granted by

the CBN to the Bank pursuant to the FHC Guidelines

Act or ISA

Investments and Securities Act (No. 29 of 2007)

Access Bank or The Bank

Access Bank Plc, a public limited liability company incorporated under the laws

of the Federal Republic of Nigeria with registration number 125384 and

licensed to carry on business as a commercial bank with international

authorization under the CBN Regulation

Banking Subsidiaries

The banking subsidiaries of Access Bank as of the date of this Scheme

Document as listed below and such other banking subsidiary as may be

included at a future date:

Access Bank (Gambia) Limited;

Access Bank (Sierra Leone) Limited;

Access Bank (Rwanda) Plc;

Access Bank (Zambia) Limited;

Access Bank (R.D Congo) S.A.R.L

Access Bank (Ghana) Plc;

Access Bank (Guinea) S.A;

The Access Bank (UK )Limited;

Access Bank (Mozambique) S.A;

Access Bank Kenya Plc;

Access Bank (South Africa) Limited; and

African Banking Corporation of Botswana Limited

Board of Directors or the Board

The Board of Directors of Access Bank or Holdco, as the context may require

Business Day

Any day other than a Saturday, Sunday or public holiday declared by the

Federal Government of Nigeria, on which banks are open for business in

Nigeria

CAC

Corporate Affairs Commission

CAMA

Companies and Allied Matters Act (No 3 of 2020)

CBN

Central Bank of Nigeria

CITA

Companies Income Tax Act (as amended), Cap C21, LFN 2004

Conditions

The conditions of the Scheme as set out in Part III of this Scheme Document

Court Ordered Meeting, Meeting

The meeting of the Shareholders of Access Bank convened by Order of the

or CoM

Court, notice of which is set out on pages 52 to 54 of the Scheme Document,

or any reconvened meeting following any adjournment thereof

Court Sanction

The Order of the Court pursuant to the provisions of Section 715(3) of the

CAMA, sanctioning the Scheme

CSCS

An electronic clearing and depositary system for securities transactions in

Nigeria operated by Central Securities Clearing System Plc

3 | P a g e

CTC

Certified True Copy

Daily Official List

The official list for listed securities that is maintained by NGX, displaying trade

and price information relating to listed and traded securities

Directors

The Directors of Access Bank, who, at the date of this document, comprise

those persons whose names are set out on pages 9 and 50 of this Scheme

Document

Effective Date

The date on which the CTC of the Court Sanction is delivered to the CAC for

registration

Explanatory Statement

The statement issued by the Financial Adviser to the shareholders of Access

Bank, for the purposes of explaining the terms, conditions and effects of the

Scheme, which is set out on pages 13 to 18 of the Scheme Document.

FHC

A Financial Holding Company as defined under the FHC Guidelines

FHC Guidelines

The Guidelines for Licensing and Regulation of Financial Holding Companies

in Nigeria effective August 29, 2014 issued by the CBN and as may be amended

from time to time

Final Licence

The final licence to be sought by the Holdco from the CBN subject to

satisfaction of the relevant requirements of the FHC Guidelines

Financial Adviser

Chapel Hill Denham Advisory Limited

FIRS

Federal Inland Revenue Service

FGN

Federal Government of Nigeria

Form of Proxy or Proxy Form

The form of proxy for use in connection with the Court-Ordered Meeting,

attached hereto on page 57

Group or Access Bank Group

The existing group as of the date of this Scheme Document, comprising the

Bank and Subsidiaries of the Bank

Holdco or Access Group

Access Holdings Plc, a public limited liability company incorporated under the

laws of the Federal Republic of Nigeria with registration number RC 1755118;

which shall seek a Final Licence to operate as the FHC of the Bank and other

non-banking subsidiaries, after the Scheme becomes Effective

Holdco Shares

The 35,545,225,622 ordinary shares of 50 Kobo each in the share capital of the

Holdco which are proposed to be issued to the Scheme Shareholders in

exchange for the Scheme Shares pursuant to the Scheme

LFN

Laws of the Federation of Nigeria

Listing Rules

The regulations issued by The NGX that are applicable to any company, as the

context requires.

Nor Naira or NGN

The Nigerian Naira, the currency of the Federal Republic of Nigeria.

The NGX or The Exchange

Nigerian Exchange Limited

No-Objection

The No-Objection granted by SEC in respect of the Scheme.

4 | P a g e

Qualification Date

December 6 2021 being the date on which the Register of Members of Access

Bank shall be closed for purposes of determining the Shareholders who will be

eligible to attend and vote at the Court-Ordered Meeting

Permissible Subsidiaries

Subsidiaries of Access Bank Group (other than the Banking Subsidiaries) that

will undertake permissible activities as defined under the FHC Guidelines.

Register of Members

The register of members of Access Bank or the Holdco (as appropriate) that is

required to be maintained by the Registrar pursuant to the provisions of CAMA

Registrar

Coronation Registrars Limited

Restructure

The proposed corporate reorganisation of the Access Bank Group by way of

the Scheme, whereby the Holdco will become the listed entity owner of the

Access Bank Group

Scheme

The Scheme of Arrangement between Access Bank and its Shareholders that

is proposed to be executed under Section 715 of CAMA, the terms of which

are as set out on pages 19 to 22 of this document

Scheme Document

This document setting out the Scheme, the Explanatory Statement, the

Chairman's Statement, the Notice of the Court-Ordered Meeting and the

various appendices contained therein in relation to the Scheme

Scheme Shares or Shares

The 35,545,225,622 ordinary shares of 50 Kobo each which constitute the

entire issued share capital of Access Bank as at the date of this Scheme and

which are listed on the Premium Board of Nigerian Exchange Limited

Scheme Resolution or Resolution

The sub-joined resolution to be proposed as a special resolution at the

Meeting, and which will be voted on to approve and give effect to the Scheme

Scheme Shareholders or

The holders of the fully paid ordinary shares of Access Bank whose names

Shareholders

appear in the Register of Members as at the Qualification Date and who are

eligible to attend and vote at the Court-Ordered Meeting

SEC or Commission

Securities and Exchange Commission, established under the ISA

SEC Rules and Regulations

The rules and regulations issued from time to time by the SEC pursuant to the

ISA.

Terminal Date

The Business Day immediately preceding the Effective Date.

Trading Cessation Date

The date announced on NGX to be the last day for trading in Access Bank

Shares.

5 | P a g e

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Access Bank plc published this content on 09 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 December 2021 07:51:02 UTC.


© Publicnow 2021
All news about ACCESS HOLDINGS PLC
08:44aTotalEnergies investors back company's climate plan despite protests
RE
08:39aRoyal Bank of Canada, EvoNexus and Franklin Templeton Call For New Early-Stage Start-Up..
MT
06:01aRussia's June 1-10 western port oil loadings set to drop 3% m/m -sources
RE
05:56aElevation Oncology Gets Fast Track Designation for Seribantumab to Treat Tumors Harbori..
DJ
04:33aReckitt working with FDA on expediting baby formula imports from Mexico
RE
04:14aVerrica Pharmaceuticals Says FDA Notes Deficiency in Complete Response Letter on NDA fo..
MT
03:42aGroup 6 Metals Teams Up with the University of Tasmania for Critical Materials Research..
MT
01:44aS.Korean Naver's robotics ambitions challenged by 5G on-the-ground realities
RE
05/24Lonza Ties Up With Israel Biotech Fund On Biologics, Small Molecule Development, Manufa..
MT
05/24China to Boost Rural Construction by 2025
MT
More news
Analyst Recommendations on ACCESS HOLDINGS PLC
More recommendations
Financials
Sales 2022 633 B 1 525 M 1 525 M
Net income 2022 165 B 398 M 398 M
Net Debt 2022 - - -
P/E ratio 2022 2,15x
Yield 2022 11,9%
Capitalization 344 B 828 M 828 M
Capi. / Sales 2022 0,54x
Capi. / Sales 2023 0,48x
Nbr of Employees 6 875
Free-Float 100%
Chart ACCESS HOLDINGS PLC
Duration : Period :
Access Holdings Plc Technical Analysis Chart | ACCESSCORP | NGACCESS0005 | MarketScreener
Technical analysis trends ACCESS HOLDINGS PLC
Short TermMid-TermLong Term
TrendsNeutralNeutralBullish
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus BUY
Number of Analysts 10
Last Close Price 9,95 NGN
Average target price 13,26 NGN
Spread / Average Target 33,2%
EPS Revisions
Managers and Directors
Herbert Onyewumbu Wigwe CEO, Executive Director & Group Managing Director
Ajoritsedere Awosika Chairman
Adeolu Bajomo Executive Director & Executive Director-IT
Pattison Boleigha Chief Conduct & Compliance Officer
Adeniyi Adedokun Adekoya Independent Non-Executive Director