Vanguard (Lagos)

1 December 2005

Nigeria: Shareholders Okay Chartered Bank, Ibtc, Regent Bank Merger

Lagos — SHAREHOLDERS of Chartered Bank Plc yesterday endorsed the proposed merger between Investment Banking & Trust Company (IBTC ) Plc and Regent Bank Plc at the court ordered Extra Ordinary General Meeting held in Lagos.

The shareholders also approved the change of the name of the bank to IBTC Chartered Bank Plc subject to the approval of the Corporate Affairs Commission and that the merger be effected through a scheme of merger under section 100 of the Investment and Securities Act. Other resolutions approved at the meeting by the shareholders include: " that subject to the Scheme being approved by the Central Bank of Nigeria, and the Securities and Exchange Commission (SEC) and sanctioned by the Court and in order to give effect to the scheme, the authorised share capital of the Bank be increased from N5 billion to N6.5 billion by the creation of 3 billion ordinary shares of 50 kobo each to rank pari passu in all respects and form a single class with the existing ordinary shares of the Bank .

Subject to the Corporate Affairs Commission's approval of the change in the Bank's name specified in item 3 above, the Memorandum of Association of the Bank be and is hereby amended by replacing the words " Investment Banking & Trust Company Plc" where ever they appear in the Memorandum with the words " IBTC Chartered Bank Plc" ; The Articles of Association of the Bank be and are hereby amended as follows by replacing the words " Investment Banking & Trust Company Plc" to IBTC Chartered Bank Plc" subject to the CAC.

financial services sector to the banking reforms initiated by the CBN.

" The primary objective of the merger is to create a Bank capable of competing favourably in the financial services industry in Nigeria and beyond. The shareholders funds of IBTC , Regent Bank and Chartered Bank Plc will surpass the minimum requirement of N25 billion. The Board of Directors of the respective banks have mutually agreed that the surviving entity shall be called IBTC Chartered Bank Plc , which shall be listed on the Nigerian Stock Exchange(NSE)" he stated.

Wushishi further disclosed that the IBTC Chartered Bank Plc would draw on the considerable strength and unique attributes of each of the three institutions to provide its customers and other stakeholders with full services of universal banking with a diversified product base and a national network of branches covering the major commercial locations nationwide and beyond

According to him " the Boards of Directors of the three banks and our financial advisers consider the terms of the scheme fair and reasonable. The scheme is therefore unanimously supported and recommended by all the Directors of the three banks. The scheme has already received approvals-in -principle of both the CBN and the SEC and is hereby presented for your consideration at this Court Ordered Meeting".

Commending on the benefit of the merger, the Chairman said " The benefits to be gained as a result of operations of IBTC, Regent and our Bank entails the increase of shareholders value, which includes amongst others : Economies of scale resulting from a combination of the three operations in terms of branch network distribution, human , financial and general resource management; Improved efficiency through a more focused management of resources; increased competitiveness and an expanded products range, through the alignment of existing individual strengths and increased business opportunities from the sum of the complementary business and the prospect of cross selling products."

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