6 December 2011

Nigeria: M And A - FinBank Shareholders Approve Share Redemption

First City Monument Bank (FCMB) Plc Monday said its business combination transaction with FinBank Plc had recorded a significant milestone as holders of the issued and fully paid preference shares of the former rescued bank voted in favour of variation/redemption of their preference shares by a significant majority in a court-ordered meeting held in Lagos.

A statement from the bank stated that in considering the scheme at the meeting, which was witnessed by regulatory authorities, the shareholders approved the resolutions that the irredeemable non-cumulative preference shares of the bank be varied into redeemable non-cumulative preference shares.

Chairman of FinBank Board of Directors, Dr. John Udofa, who presided over the meeting, was quoted to have explained that "in view of the number of votes and the result we have just received, the resolutions have been successfully carried".

Also approved was a resolution that the bank be granted the option to redeem the varied shares and that the right of the Preference Shareholders in the varied shares be converted to the right to receive the sum of N1 per varied share.

The Chairman had, in a speech before the voting, urged shareholders to vote in favour of the scheme as the board had considered the terms of the scheme fair and reasonable.

He noted that the scheme ensured positive returns to the preference shareholders and avoided a potential total loss in value to Preference Shareholders were FCMB not pursuing the acquisition.

The ordinary shareholders of FinBank had at a court -ordered meeting on September 29, 2011, passed a resolution approving the scheme of merger between FinBank and FCMB.

"The combination when fully consummated will result in a bank with significantly larger market share in terms of customers, branches and assets. Furthermore, the merger will not only produce fresh opportunities for shareholder value creation and enhance the capabilities of the two banks, but would also result in a world class banking institution with better products, service levels and an overall improved customer experience," it added.

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