Shareholders of Zenith Bank Plc unanimously approved the restructuring of the Bank to a holding company during a court-ordered Extraordinary General Meeting (EGM) held virtually from Zenith Heights, Zenith Bank Plc, Victoria Island, Lagos, on Friday, April 26, 2024.
The Founder and Chairman of Zenith Bank Plc, Jim Ovia, CFR (Centre) flanked by the Group Managing Director/Chief Executive, Dr. Ebenezer Onyeagwu (Right) and the Deputy Managing Director, Dame (Dr.) Adaora Umeoji, OON (Left) during a court-ordered Extraordinary General Meeting (EGM) held virtually from the Zenith Heights, Zenith Bank Plc, Victoria Island, Lagos, on Friday.
In accordance with the Scheme of
Arrangement dated March 28 2024, pursuant to Section 715 of the Companies and
Allied Matters Act (CAMA), 2020 between the Bank and the holders of the fully
paid ordinary shares of 50 Kobo each in the Bank, the shareholders voted to
transfer 31,396,493,787 ordinary shares of 50 Kobo each held in the issued and
paid-up share capital of Zenith Bank Plc to Zenith Bank Holding Company Plc
(the HoldCo) in exchange for the allotment of 31,396,493,787 ordinary shares of
50 Kobo each in the share capital of the HoldCo in the same proportion to their
shareholding in the Bank. Similarly, the shareholders approved that each
Existing GDR Holder receive, as consideration for each existing GDR held, one
new HoldCo GDR.
The shareholders also approved that
all of the shares held by the nominees of the Bank in Zenpay Limited, a direct
subsidiary of the HoldCo, together with all rights and liabilities attached to
such shares, be transferred to the HoldCo. The Board of Directors were also
authorised to delist the shares of the Bank and the Existing GDRs from the
official list of the Nigerian Exchange and the London Stock Exchange
respectively as well as re-register the Bank as a private limited company under
CAMA Act 2020.
In his remarks during the EGM, the
Founder and Chairman of Zenith Bank Plc, Jim Ovia, CFR, thanked the
shareholders for their unwavering commitment, which has been instrumental in
the Bank’s outstanding performance over the years.
He expressed his delight at witnessing
the transition of the Bank to a holding company, which is anticipated to
position it advantageously for exploring emerging opportunities in the Fintech
space while bolstering its digital and retail banking initiatives.
Also speaking during the EGM, Dr.
Ebenezer Onyeagwu, the Group Managing Director/Chief Executive, lauded the
Founder and Chairman, Jim Ovia, CFR, for his pivotal role in creating an
institution that has consistently been a trailblazer in the nation’s financial
services industry. Dr. Onyeagwu expressed his optimism about the Bank’s growth
trajectory in the coming years as it transitions into a holding company
structure.
According to him, “The HoldCo structure
presents an opportunity for us to unlock value for shareholders in terms of
opportunity in other sectors beyond banking. The first part is Fintech, where
we have already received the approval and the license from the Central Bank of
Nigeria (CBN), which we are launching soon. It is going to be focusing on an
area that we know has not been touched on by anyone.”
“So it is more like us finding an open
wide space where we can begin to operate, and with a HoldCo, what that means is
that we have an opportunity to diversify our investment. We can begin to look
at other business verticals that were restrained by the kind of authorisation
we have. So, it presents a big opportunity for us to have a wider lens and
scope in terms of what we can do. It will also position us to think of
opportunities beyond Africa. We will be looking at key business verticals that
have the potential to enable us to create value for shareholders.”
On the recapitalisation plan of the
Bank, Dr. Onyeagwu stated that the Bank is on course to receive the needed
shareholder’s approval in the forthcoming Annual General Meeting (AGM) slated
for May 8, 2024, which will kickstart its capital raising effort in line with
the CBN directive.
He expressed confidence in the Bank’s
ability to raise the stipulated capital, stating that amongst its peers in the
industry, Zenith was expected to raise the least amount due to its already
robust capital base
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