JUST IN: Three-Year-Old Titan Trust Pays Off Union Bank Shareholders, To Go Private

Union Bank of Nigeria Plc said it has concluded a scheme that would allow it to transfer its shares to Titan Trust Bank who are the new owners.

The bank said it will subsequently delist from the Nigerian Exchange Limited, but the scheme is subject to a meeting of the holders of the fully paid-up ordinary shares of Union Bank.

The bank made the disclosure on Tuesday in a regulatory filing seen by THE WHISTLER.

The meeting would be held on the 13th of June 2023, the bank said.

The shareholders endorse, “That the Scheme of Arrangement dated the 10th day of May 2023 be and is hereby approved and that the Directors be and are hereby authorized to consent to any modification of the Scheme of Arrangement that the Federal High Court shall deem fit to impose or approve.

“For the purpose of giving effect to the Scheme subject to such modification, addition and condition agreed between the Bank and Holders of its Ordinary Shares and/or approved or imposed by the Court: (i) The Scheme Shares (as defined in this Scheme Document) be transferred to Titan Trust Bank Limited. (ii) The holders of the Scheme Shares be paid the Scheme Consideration (as defined in this Scheme Document) by Titan Trust Bank Limited for the transfer of the said Scheme Shares.

“That as consideration for the transfer of the Scheme Shares, each holder of the Scheme Shares shall receive N7.00 per share transferred.

“That Nigerian Exchange Limited and Central Securities Clearing System Plc shall be notified and requested to terminate trading in the shares with effect from the Eligibility Date and no trading or transfer of the Bank’s shares shall be registered after that date.

“That conditional upon the Scheme becoming effective, the Bank’s shares shall be de-listed from NGX on the Eligibility Date and following that date, all the share certificates representing the interests of the Scheme Shareholders (as defined in the Scheme Document) shall be deemed to be dematerialized and in the case of dematerialised shares, all the shares of the Bank that were lodged with the CSCS shall be transferred to Titan Trust.”

The change of ownership began in 2021 when Union Global Partners Limited, Atlas Mara Limited and other shareholders indicated interest to divest their shares and Titan Trust indicated interest to buy 93.4 per cent of the shares.

Titan Trust Bank commenced operation in Nigeria in October 2019, chaired by a former Central Bank of Nigeria deputy governor, Tunde Lemo.

The deal broke a record in Nigerian banking acquisition history.