From the special resolutions, following the scheme of arrangement dated January 24, 2019, the shareholders approved that all assets, liabilities and undertakings, including real property and intellectual property rights of Diamond Bank be transferred to Access Bank.
Also, shares of Access Bank be issued and allotted and credited as fully paid to Diamond Bank shareholders on the basis of two scheme shares for every seven Diamond Bank shares held by Diamond Bank shareholders.
The Shareholders further approved that a cash considerations of N1.00 for every Diamond Bank share be paid by Access Bank to Diamond Bank shareholders.
More so, they recommended that the entire issued share capital of Diamond Bank comprising 23,160,388,968 ordinary shares of 50 kobo be cancelled, while Diamond Bank is dissolved without being wound up.
Specifically, the Founder, Independent Shareholders Association, Sunny Nwosu, urged the management of Access Bank to ensure that there is a robust mechanism in place to manage the enlarged shareholders.
He stressed the need for Access Bank to reward existing shareholders with a special dividend upon completion of the exercise to cushion the effect of the dilution.
“You must intensify efforts in pursuing the recovery of loans to ensure a robust balance sheet for the merger to be successful. We do not want bonus issue, we need a special dividend for existing shareholders of access Bank.”
The President, Pragmatic Shareholders Association, Mrs Bisi Bakare, commended the management of Access Bank on their swift intervention to rescue Diamond Bank, which ultimately protected shareholders from losing their investment.
“The benefits of the merger have been accentuated; we want to see the growth of a new bank and a bank that is configured to take challenges of this century. We appreciate the management from not allowing shareholders investment to go down the drain like some other banks.”
The Chairman, Access Bank, Mosun Belo-Olusoga, said the merger with Diamond Bank enables Access Bank to acquire a bank with 17 million retail customers and a most viable mobile payment platform.
Belo-Olusoga who was represented by Dr Ajoritsedere Josephine Awosika, said: “The combination will allow Access Bank to accelerate its prospects of becoming the leading retail bank in Nigeria and Africa, Access Bank will benefit from Diamond Bank’s unparalleled retail banking expertise and strong digital offering.”
The Group Managing Director, Access Bank, Herbert Wigwe, while fielding questions from shareholders assured that the consummation of the merger between the two banks would add more value to shareholders’ investment.
He added that the enlarged Access Bank’s balance sheet post-merger would be equipped with the capacity to provide credit lines to a more diversified client base, while the bank will become stronger with enhanced liquidity profile and capital base.