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Scheme of Merger Between Access Bank Plc and Diamond Bank Plc

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Scheme of Merger Between Access Bank Plc and Diamond Bank Plc THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to what action to take, it is recommended that you immediately consult your stockbroker, banker, solicitor, accountant, or any other independent professional adviser duly registered under the Investments and Securities Act (No. 29 of 2007) If you have sold all your shares in either Access Bank Plc and/or Diamond Bank Plc, please hand over this document and the accompanying proxy forms to the purchaser(s), the stockbroker or bank through whom the shares were sold, for transmission to the purchaser. The distribution of this document in jurisdictions other than Nigeria may be restricted by law and therefore persons into whose possession this document come should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of such jurisdiction. SCHEME OF MERGER (Under Part XII of the Investments and Securities Act No. 29 of 2007, Laws of the Federation of Nigeria 2004 and Rules 421 to 429 of the Rules and Regulations of the Securities and Exchange Commission 2013 (as amended), made pursuant to Part XII of the Investment and Securities Act No. 29 of 2007) BETWEEN AND ACCESS BANK PLC DIAMOND BANK PLC RC 125384 RC 161996 Incorporating an Explanatory Statement on the Proposed Scheme of Merger Chapel Hill Denham Advisory Limited and Union Capital Markets Limited are acting as Financial Advisers in respect of the Scheme of Merger between Access Bank Plc and Diamond Bank Plc Chapel Hill Denham Advisory Limited will not be responsible to any person, individual or corporate body other than Access Bank Plc, and Union Capital Markets Limited will not be responsible to any person, individual or corporate body other than Diamond Bank Plc for providing advice in relation to the transactions and arrangements referred to herein. Notices convening the respective Court-Ordered Meetings of Access Bank Plc and Diamond Bank Plc are set out on pages 97 to 100. To be valid, proxy forms must be completed, signed and stamped (together with the Power of Attorney or other authority- if any – under which they are signed and in accordance with the instructions printed thereon), and must be returned to the respective Registrars of Access Bank Plc and Diamond Bank Plc (as applicable) not later than 24 hours before the time scheduled for the respective Court-Ordered Meetings. THE PROPOSALS, WHICH ARE THE SUBJECT OF THE SCHEME OF THE PROPOSED MERGER SET OUT IN THIS DOCUMENT, HAVE BEEN CLEARED WITH THE SECURITIES & EXCHANGE COMMISSION. THE ACTIONS THAT YOU ARE REQUESTED TO TAKE ARE SET OUT ON PAGE 19 OF THIS SCHEME DOCUMENT. THE NOTICES FOR THE COURT ORDERED MEETINGS ARE CONTAINED IN PAGES 97 TO 100 FINANCIAL ADVISER TO ACCESS BANK PLC FINANCIAL ADVISER TO DIAMOND BANK PLC CHAPEL HILL DENHAM ADVISORY UNION CAPITAL MARKETS LIMITED LIMITED RC 1381308 RC 370890 This Scheme of Merger Document is dated January 24, 2019 TABLE OF CONTENTS 1. DEFINITIONS 3 2. PROPOSED TIMETABLE OF PRINCIPAL EVENTS 5 3. DIRECTORS, COMPANY SECRETARIES AND OTHER PARTIES TO THE SCHEME 6 4. CHAIRMEN’S LETTERS 8 5. EXPLANATORY STATEMENTS FROM THE FINANCIAL ADVISERS 14 5.1. INTRODUCTION 14 5.2. THE PROPOSAL 14 5.3. ELEMENTS OF THE SCHEME 17 5.4. FINANCIAL EFFECTS OF THE SCHEME 19 5.5. INFORMATION REGARDING ACCESS BANK PLC 20 5.6. INFORMATION REGARDING DIAMOND BANK PLC 21 5.7. FURTHER INFORMATION 22 5.8. RECOMMENDATION 23 6. BASIS AND VALUATION 24 6.1. BACKGROUND 24 6.2. BASIS AND ASSUMPTIONS 24 6.3. VALUATION SUMMARY 25 7. SCHEME OF MERGER BETWEEN ACCESS BANK PLC AND DIAMOND BANK PLC 26 APPENDIX I – FURTHER INFORMATION ON ACCESS BANK PLC 31 A. BACKGROUND INFORMATION 31 B. REPORTING ACCOUNTANTS’ REPORT ON ACCESS BANK PLC 60 C. DOCUMENTS AVAILABLE FOR INSPECTION 65 APPENDIX II - FURTHER INFORMATION ON DIAMOND BANK PLC 66 A. BACKGROUND INFORMATION 66 B. DOCUMENTS AVAILABLE FOR INSPECTION 87 APPENDIX III - PROFORMA FINANCIAL INFORMATION 88 A. PROFORMA ASSUMPTIONS 88 B. PROFORMA STATEMENT OF COMPREHENSIVE INCOME FORECASTED FOR FINANCIAL YEAR ENDED DECEMBER 2019 89 C. PROFORMA STATEMENT OF FINANCIAL POSITION FORECASTED AS AT END OF DECEMBER 2019. 90 D. PROFORMA STATEMENT OF SHAREHOLDING. 91 APPENDIX IV - STATUTORY AND GENERAL INFORMATION 92 A. RESPONSIBILITY STATEMENT 92 B. CLAIMS & LITIGATION 92 C. MATERIAL CONTRACTS 93 D. CONSENTS 93 E. GENERAL INFORMATION 96 APPENDIX V - NOTICE OF COURT- ORDERED MEETING OF ACCESS BANK PLC 97 APPENDIX VI - NOTICE OF COURT- ORDERED MEETING OF DIAMOND BANK PLC 99 APPENDIX VII - PROXY FORM – ACCESS BANK PLC 101 APPENDIX VIII - PROXY FORM – DIAMOND BANK PLC 102 Page 2 DEFINITIONS DEFINITIONS The following definitions apply throughout this document except where otherwise stated: TERM DEFINITION “Act” or “ISA” means the Investments and Securities Act (No. 29 of 2007) “Access Bank” or the “Bank” means Access Bank Plc “Access Bank’s Existing Shareholders” means the shareholders of Access Bank whose names appear on the register of members of Access Bank as at the Qualification Date “Board” means the Boards of Directors of Access Bank or Diamond Bank in the relevant context “Business Day” means any day other than a Saturday, Sunday or public holiday declared by the Federal Government of Nigeria, on which banks are open for business in Nigeria “CAC” means the Corporate Affairs Commission “CAMA” means the Companies and Allied Matters Act - Cap C20, Laws of the Federation of Nigeria 2004 “Cash Consideration” means N1.00 for every Scheme Share, being the sum payable by Access Bank to the Diamond Bank Shareholders under the Scheme “CBN” means the Central Bank of Nigeria “Chapel Hill Denham” means Chapel Hill Denham Advisory Limited “Court” or “FHC” means the Federal High Court of Nigeria “Court-Ordered Meeting” means any of the separate meetings of the existing shareholders of Access Bank and Diamond Bank convened by order of the Court “Court Sanction” means an order made by the Court approving and giving effect to the Scheme “CSCS” means Central Securities Clearing System “CTC” means Certified True Copy “Diamond Bank” means Diamond Bank Plc “Diamond Bank Shareholders” means the shareholders of Diamond Bank whose names appear on the register of members of Diamond Bank as at the Qualification Date “Effective Date” means the date on which the Court sanctions the Scheme “Enlarged Access Bank” means the post-merger institution which is formed from the merger of Access Bank and Diamond Bank “Explanatory Statement” means the statement dated January 24, 2019 issued by the Financial Advisers to the shareholders of Access Bank and Diamond Bank for the purpose of explaining the terms, conditions and effects of the Scheme and set out on Pages 14 to 23 of this Scheme Document “Financial Advisers” means in respect of (a) Access Bank, Chapel Hill Denham; (b) Diamond Bank, Union Capital “FIRS” means the Federal Inland Revenue Service “M&A” means Mergers and Acquisitions “N” or “Naira” means the currency of the Federal Republic of Nigeria Page 3 DEFINITIONS “Net Asset Value” or “NAV” means the net asset value of a company calculated in accordance with applicable International Financial Reporting Standards “NSE” means The Nigerian Stock Exchange ‘’Qualification Date’’ means the date agreed by the Parties, on which the register of members of the Parties shall be closed for the purpose of determining the shareholders who will be eligible to attend and vote at the Court-Ordered Meetings “Pari Passu” means equally “Parties” means collectively, Access Bank and Diamond Bank; and “Party” means each of them individually “Scheme “ or “Scheme of Merger” means the proposed Scheme of Merger between Access Bank and Diamond Bank pursuant to Part XII of the ISA, and as set out on pages 26 to 30 of this Scheme Document “Scheme Document” means this document setting out the Scheme, the Explanatory Statement, the notices of Court-Ordered Meetings and the various appendices herein “Scheme Shares” means the 6,617,253,991 ordinary shares of 50 Kobo each in the share capital of the Enlarged Access Bank which shall be issued, allotted and credited as fully paid to the Diamond Bank Shareholders pursuant to the Scheme “SEC” means the Securities & Exchange Commission “Subsidiary” means the same as defined in Section 338 of CAMA “Terminal Date” means the Business Day immediately preceding the Effective Date “Union Capital” means Union Capital Markets Limited “Untraceable Shareholders” means holders whose whereabouts cannot be ascertained after reasonable efforts have been made to find them including by contacting their last known and/or registered addresses and by publication in national daily newspapers 1 1Certain statements included herein may constitute forward-looking statements that could involve risks and uncertainties. Such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “are expected to”, “intends”, “will”, “will continue”, “should”, “would be”, “seeks”, “approximately” or “anticipates” or similar expressions or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Enlarged Access Bank’s intentions, beliefs or current expectations concerning, amongst other things, Access Bank, and Diamond Bank, results of operations, financial condition, liquidity, prospects,
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