Fakoyejo OlalekanSterling Bank has established its HoldCo, Sterling Financial Holdings Company Limited, to compete for market share against Guaranty Trust Holding Company, Access Holdings, and other industry rivals.
In a statement released on Monday, and obtained from the Nigerian Exchange Limited (NGX), Sterling Bank disclosed that it has handed over the 28,790,418,124 ordinary shares of 50 Kobo each issued and paid-up share capital held by the Scheme Shareholders to Sterling Financial Holdings Company Limited.
Sterling Bank explained that the shareholders agreed to the transfer during a court ordered meeting held on September 19, 2022. The shareholders will now hold same proportion of ordinary shares in the HoldCo, which now serves as the lender’s parent company.
The move to set up Sterling Financial Holdings Company Limited, enables the firm to increase its revenue generation sources, as the company can now establish other non-core banking businesses.
Sterling Bank’s market rivals, Guaranty Trust Holding Company and Access Holdings were also previously operating core banking under GTBank and Access Bank, before they branched out to other non-banking related ventures.
Nigerian banks are restructuring into a HoldCo to allow them invest in standalone companies that could operate in pension, tech, and other industries, thereby, raising their revenue and net profit.
Explaining the restructuring, the statement signed by the company Secretary, Temitayo Adegoke, The Alternative Bank Limited will take over the assets, liabilities and undertakings related to the non-interest banking business of Sterling Bank.
The statement reads, “In accordance with the Scheme of Arrangement, the 28,790,418,124 (Twenty Eight Billion, Seven Hundred and Ninety Million, Four Hundred and Eighteen Thousand, One Hundred and Twenty Four) ordinary shares of 50 Kobo each in the issued and paid-up share capital of the Bank held by the Scheme Shareholders be and are hereby transferred to Sterling Financial Holdings Company Limited (“HoldCo”) in exchange for the allotment of 28,790,418,124 (Twenty Eight Billion Seven Hundred and Ninety Million Four Hundred and Eighteen Thousand One Hundred and Twenty Four) ordinary shares of 50 Kobo each in the share capital of the HoldCo to the shareholders in the same proportion to their shareholding in the Bank credited as fully paid without any further act or deed;
“The Bank will transfer all the assets, liabilities and undertakings related to the non-interest banking business to The Alternative Bank Limited;
“In accordance with the Scheme of Arrangement, all of the shares held by the Bank and its nominee in The Alternative Bank Limited, together with all rights and liabilities attached to such shares, shall be transferred to HoldCo. The Alternative Bank Limited will be a direct subsidiary of HoldCo;
“The Board of Directors of the Bank be and is hereby authorised to take all necessary actions to delist the shares of the Bank from the official list of Nigerian Exchange Limited;
“The Bank be re-registered as a private limited company under the Companies and Allied Matters Act No. 3 of 2020 (as amended) and the Memorandum and Articles of the Bank be and are hereby amended as set out in the Annexure to the Notice of meeting;
“The Solicitors of the Bank be directed to seek orders of the Court sanctioning the Scheme and the foregoing resolutions, as well as such incidental, consequential and supplemental orders as are necessary or required to give full effect to the Scheme; and
“The Board of Directors of the Bank be and is hereby authorized to do all such other acts and take all such actions as are required to give effect to the Scheme, including consenting to any modifications of the Scheme of Arrangement or any conditions that the Central Bank of Nigeria, the Securities and Exchange Commission, the Federal High Court or any other regulatory authority may think fit to approve or impose.” Sterling Bank said.
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