The Federal High Court, Lagos has directed that a Court-Ordered Meeting of the holders of the fully paid ordinary shares of Guaranty Trust Bank Plc (GTBank) be convened for the purpose of considering and if thought fit, approving, with or without modification, Schemes of the bank’s new Holding Company (Holdco)
The Meeting will be held on December 4, 2020, at the Oriental Hotel, 3, Lekki Road, Victoria Island, Lagos, Nigeria, at 10:00 a.m.
Matters to be considered include:
- The 29,431,179,224 ordinary shares of 50 Kobo each issued and paid-up share capital of the Bank held by the shareholders to be transferred to Guaranty Trust Holding Company Plc (Holdco) in exchange for the allotment of 29,431,179,224 ordinary shares of 50 Kobo each in the share capital of the Holdco to the shareholders in the same proportion;
- Existing holder of the Global Depositary Receipts (GDR) issued by the Bank receives, as consideration for each Existing GDR held, receives one new Global Depositary Receipt for the Holdco;
- The Board of Directors of the Bank be authorized to take all necessary actions to delist the shares of the Bank from the official list of The Nigerian Stock Exchange;
- The Board of Directors of the Bank be authorized to take all necessary actions to cancel and delist the Existing GDRs from the official list of the United Kingdom (UK) Financial Conduct Authority and from trading on the London Stock Exchange;
- The Bank be re-registered as a private limited company under the Act and the Memorandum and Articles of the Bank be and are to be amended as set out in the Annexure;
- The Board of Directors of the Bank be authorized to do all such things and take all such actions as are required to give effect to the Scheme, including consenting to any modifications of the Scheme of Arrangement or any conditions that the Central Bank of Nigeria, the Securities and Exchange Commission, the Federal High Court or any other regulatory authority may think fit to approve or impose.