The reorganisation of Zenith Bank Plc into a holding company was authorised by all of the bank’s shareholders at a virtually convened Extraordinary General Meeting (EGM) on Friday, April 26, 2024, from Zenith Heights, Zenith Bank Plc, Victoria Island, Lagos, pursuant to a court order.
Following the terms of the March 28, 2024, Scheme of Arrangement 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 allocation of 31,396,493,787 ordinary shares of 50 Kobo each in the HoldCo’s share capital having same proportion as their shareholding in the Bank. Comparably, the shareholders agreed to pay one new HoldCo GDR to each existing GDR holder in exchange for each existing GDR held.
The transfer of all the shares owned by the Bank’s nominees in Zenith pay Limited, a direct subsidiary of the HoldCo, as well as all associated rights and obligations, to the HoldCo was also authorised by the shareholders.
The Board of Directors was also given the authority to re-register the Bank as a private limited company in accordance with the CAMA Act 2020 and to delist the Bank’s shares and the Existing GDRs from the official lists of the London Stock Exchange and the Nigerian Exchange, respectively.
Zenith Bank Plc’s founder and chairman, Jim Ovia, CFR, commended the shareholders during his remarks at the EGM for their steadfast support, which has been crucial to the bank’s exceptional performance over the years. He highlighted his happiness at seeing the Bank become a holding company, which will hopefully put it in a better position to investigate new Fintech options and support its digital and retail banking endeavours.
Speaking during the EGM as well, Group Managing Director/Chief Executive Dr. Ebenezer Onyeagwu praised Jim Ovia, CFR, the institution’s founder and chairman, for his crucial role in founding an organisation that has continuously led the way in the financial services sector of the country. Dr. Onyeagwu conveyed his excitement over the Bank’s future trajectory as it moves towards a holding company structure in the upcoming years.
He said, “With the HoldCo structure, we have the chance to unlock value for shareholders in terms of opportunities in industries outside of banking.” The first component is Fintech, for which we are about to debut after receiving approval and a licence from the Central Bank of Nigeria (CBN).It will centre on a topic that, as far as we know, no one has previously discussed.
Therefore, it is more like us looking for a large open area where we can start operating, and since it is a HoldCo, that means we have the chance to diversify our investment. With the type of authorization we possess, we can start examining various business verticals.
As a result, it offers us a great chance to see the world through a larger lens and to do more. It will also put us in a position to consider options outside of Africa. Important business verticals that could help us generate value for shareholders will be the focus of our examination.
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Regarding the zenith Bank’s recapitalization strategy, Dr. Onyeagwu said that the Bank is expected to get the necessary shareholder approval at the upcoming Annual General Meeting (AGM), which is scheduled for May 8, 2024.
This will initiate the Bank’s capital raising endeavour in compliance with the CBN directive. He expressed confidence in the Bank’s capacity to raise the required capital, noting that Zenith was projected to raise the least amount compared to its sector rivals because of its existing strong capital basis.
Source: press.ng
