Court Makes New Ruling On Titan Trust’s Acquisition Offer To Union Bank’s Minority Investors

Justice A. Aluko of the Federal High Court, sitting at Lagos, has ordered shareholders of Union Bank of Nigeria (UBN) to meet over the proposed takeover offer made by Titan Trust Bank Limited.

In a statement dated 16 May 2023, Union Bank said Justice Aluko, on 10 May 2023, directed the shareholders of the commercial bank to hold a Court Order Meeting (COM) on 13 June 2023, to vote on the N7 per share Titan Trust Bank offered to acquire the shares of minority investors in the company.

Titan Trust Bank, the majority shareholder of Union Bank, is looking to acquire the lender 100 per cent. The majority investor will not be voting at the court-ordered meeting next month, however, minority shareholders are mandated to be at the meeting and cast their vote to accept the Scheme of Arrangement for the share acquisition or reject it.

According to Union Bank, the resolution at the meeting includes an approval request for share transfer from minority shareholders to Tita Trust Bank and the delisting of Union Bank from the Nigerian stock exchange after the acquisition. 

“At the meeting, the following sub-joined resolution will be proposed and if thought fit passed as a special resolution of the Bank: 

1. 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.

1. 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.

1. That as consideration for the transfer of the Scheme Shares, each holder of the Scheme Shares shall receive N7.00 (Seven Naira) per share transferred.

1. That Nigerian Exchange Limited (“NGX”) and Central Securities Clearing System Plc (“CSCS”) 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.

1. 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.

1. That the Board of Directors of the Bank be and is hereby authorised to take all necessary steps and to consent to any modifications of the Scheme of Arrangement that the Federal High Court or the Central Bank of Nigeria or the Securities and Exchange Commission may deem fit to impose or approve, or that may otherwise be required,” the statement reads.

Recall that there have been disgruntled minority shareholders who are not satisfied with the N7 per share offer from Titan Trust Bank, as they believe it falls below the value of Union Bank’s worth.