Shareholders of Zenith Bank Plc have unanimously ratified the restructuring of the Bank to a holding company during a court-ordered Extraordinary General Meeting (EGM) held virtually from Zenith Heights, Zenith Bank Plc, Victoria Island, Lagos, over the weekend.
In a statement released by the Bank, shareholders voted to transfer 31,396,493,787 ordinary shares of 50 Kobo each held in the issued and paid-up share capital of Zenith Bank Plc to Zenith Bank Holding Company Plc (the HoldCo) in exchange for the allotment of 31,396,493,787 ordinary shares of 50 Kobo each in the share capital of the HoldCo in the same proportion to their shareholding in the Bank.
This action is in accordance with the Scheme of Arrangement dated March 28, 2024, pursuant to Section 715 of the Companies and Allied Matters Act (CAMA), 2020 between the Bank and the holders of the fully paid ordinary shares of 50 Kobo each in the Bank.
Additionally, shareholders approved that each Existing GDR Holder receive, as consideration for each existing GDR held, one new HoldCo GDR.
The shareholders also agreed to transfer all shares held by the Bank’s nominees in Zenpay Limited, a direct subsidiary of the HoldCo, to the HoldCo along with all associated rights and liabilities.
The Board of Directors were authorized to delist the shares of the Bank and the Existing GDRs from the official list of the Nigerian Exchange and the London Stock Exchange respectively, as well as re-register the Bank as a private limited company under the CAMA Act 2020.
During the EGM, Founder and Chairman of Zenith Bank Plc, Jim Ovia, expressed gratitude to the shareholders for their unwavering commitment, which has contributed to the Bank’s outstanding performance over the years.
He expressed excitement about the transition to a holding company structure, which is expected to position the Bank for growth in the Fintech space and enhance its digital and retail banking initiatives.
Group Managing Director/Chief Executive, Dr. Ebenezer Onyeagwu, praised Chairman Ovia for his role in establishing a pioneering institution in the financial services industry.
Dr. Onyeagwu expressed optimism about the Bank’s future growth as it transitions to a holding company structure.
He highlighted the opportunities presented by the HoldCo structure, particularly in diversifying investments and exploring new business verticals.
Dr. Onyeagwu also mentioned the Bank’s upcoming recapitalization plan, which is set to be approved at the Annual General Meeting scheduled for May 8, 2024, in line with CBN directives.
He expressed confidence in the Bank’s ability to raise the required capital, noting that Zenith Bank is expected to raise the least amount among its industry peers due to its strong capital base.
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