The Federal High Court (FHC) has directed Sterling Bank Plc to convene a meeting for the purpose of considering and approving a “Scheme of Arrangement” between the bank and its shareholders.
In a Suit No. FHC/L/CS/1470/2022, the FHC in Lagos gave the order, according to a statement on Friday signed by Sterling Bank’s Company Secretary, Temitayo Adegoke.
The court-ordered meeting is to be held on Monday, September 19, 2022 at Shell Hall, MUSON Centre, Onikan Lagos, at 10.00am or soon.
“Notice is hereby given that by an order of the Federal High Court dated 5th day of August 2022 made in the above matter, the Court has directed that a meeting of the holders of the fully paid-up ordinary shares of Sterling Bank Plc be convened for the purpose of considering and if thought fit, approving, with or without modification, a Scheme of Arrangement between the Bank and the holders of the fully paid-up ordinary shares of 50 Kobo each in the Bank.
“This is in accordance with Section 715 of the Companies and Allied Matters Act, No. 3 of 2020 (as amended), incorporating a carve-out and transfer of the Non-Interest Banking Business under Section 711 of the Companies and Allied Matters Act, No. 3 of 2020 (as amended),” the statement read.
Part of the resolutions to be reached, according to the statement, include that the 28,790,418,124 ordinary shares of 50 Kobo each in the issued and paid-up share capital of the bank, held by the scheme shareholders be transferred to Sterling Financial Holdings Company Limited in exchange for equal allotment 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.
Another is that the bank transfers all the assets, liabilities and undertakings related to the non-interest banking business to The Alternative Bank Limited; and all of the shares held by it and its nominee in The Alternative Bank Limited, together with all rights and liabilities attached to such shares, be transferred to HoldCo.
It authorised the board of directors of the bank to take all necessary actions to delist the shares of the Sterling Bank from the official list of the Nigerian Exchange Limited (NGX).
It also ordered that the bank be re-registered as a private limited company: while authorising the board to do and take all such actions as are required to give effect to the scheme, including consenting to any modifications or conditions that the Central Bank of Nigeria (CBN), Securities and Exchange Commission (SEC), FHC or any other regulatory authority may think fit to approve or impose.
“By the said Order, the Court has appointed Mr Asue Ighodalo as Chairman of the Meeting, or failing him, Mr Abubakar Suleiman, or failing both of them, any other director so appointed in their stead, to act as Chairman of the said Meeting and has directed that a report of the Meeting be provided to the Court,” the statement added.
Voting at the Court-Ordered meeting is to be by poll, even as the scheme would be subject to the final approval of the SEC and subsequent sanction of the court, to “become effective upon the delivery of a certified true copy of the order of the Court sanctioning the Scheme to the Corporate Affairs Commission.”
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