Access Bank Gets CBN Nod To Restructure Into Holding Company

Access Bank Plc said it has obtained approval in principle from the Central Bank of Nigeria (CBN) to restructure into a non-operating financial holding company.

The Group in a disclosure on Thursday, said the restructure will result in Shareholders holding shares in the Holdco in the same proportion as their current holdings in the Bank and the Bank’s subsidiaries.

Access Bank stated that Chapel Hill Denham Advisory Limited would act as the Financial Adviser in respect of the proposed Scheme of Arrangement.

“Pursuant to the requirements of the FHC Guidelines, the Bank has sought and obtained an AIP from the CBN in connection with the Restructure. The Final Licence shall also be sought from the CBN upon satisfaction of the requirements of the FHC Guidelines thereto and subject to the approval of the terms and conditions of the Scheme by the Shareholders. Neither the CBN nor any of its officers takes any responsibility for the contents of this Scheme Document. The fact that the CBN has issued the AiP and may issue the Final Licence is not to be taken in any way as an indication of the merits of the Scheme,” Access Bank stated.

It also disclosed that the Securities and Exchange Commission SEC has not objected to the restructuring, noting that it would also submit a copy of the scheme to the Nigerian Exchange Limited (NGX).

“SEC has issued a No-Objection in connection with the Scheme and cleared this Scheme Document. The formal approval of the SEC in connection with the Scheme shall also be sought. Should the SEC grant formal approval, a
petition will be filed with the Court for the sanction of the Scheme. Neither the SEC nor any of its officers takes any responsibility for the contents of this Scheme Document.

“The fact that the Commission has approved the Scheme should not be construed in any way as an indication of the merits of the Scheme. A copy of this Scheme Document will be submitted to NGX. Neither NGX nor any of its officers takes any responsibility for the contents of this Scheme Document. The Shares will continue to be quoted on NGX if the Scheme is not approved at the Court-Ordered Meeting.

“The Restructure will result in Shareholders holding shares in the Holdco in the same proportion as their current holdings in the Bank and the Bank’s shares being held wholly by the Holdco, which will be a regulated entity for CBN purposes. The Bank will continue to be subject to the full suite of CBN banking regulations and, in all other material respects. The Banking Subsidiaries will continue to be subject to the oversight of the respective prudential
regulatory authorities in their jurisdictions. The Group’s firm-wide risk management framework will continue to apply across the entire restructured group,” the lender added.

In a letter to the bank’s shareholders on the restructuring process, chairman of the Board, Ms. Ajoritsedere Awosika said upon completion, “the restructured group will have a structure like that of some major global financial institutions.”

”I write to inform you of ongoing discussions by the Board of Directors in respect of the restructure of the Access
Bank Group into a non-operating financial holding company structure which would hold the banking group (Access
Bank and its Banking Subsidiaries).

“The Restructure is proposed to be implemented through a Scheme of Arrangement pursuant to the provisions of Section 715 of CAMA and the SEC Rules and Regulations. If the Restructure is approved, the restructured group will have a structure like that of some major global financial institutions , including those that Access Bank considers to be its peers and competitors. The Board expects that the restructured group will have greater flexibility to adapt to future business opportunities, market and regulatory changes than is currently the case.

“I can also confirm that the requisite Approval-In-Principle has been received from the CBN and SEC in respect of the Scheme. The Court has consequently directed that a meeting of the Shareholders of the Bank be convened. In that regard, the Scheme will be presented for your consideration and approval at the Court-Ordered Meeting to be held at Access Bank Plc’s Head Office on December 16, 2021 the notice of which is set out on Page 52 of in this document.

“You will also find on pages 13 to 18 of this document, an Explanatory Statement by the Financial Adviser, containing the details of the terms, conditions and effects of the Scheme,” Awosika said.