Shareholders okay Zenith Bank HoldCo structure transition

Zenith Bank Plc

Shareholders of Zenith Bank Plc have unanimously approved the restructuring of the bank to a holding company.

The approval was secured during a court-ordered Extraordinary General Meeting (EGM). The meeting held virtually at the weekend from Zenith Heights, Zenith Bank Plc, Victoria Island, Lagos.

In accordance with the Scheme of Arrangement, dated March 28, 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, the 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).

The shares transfer will be 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.

Similarly, the shareholders approved that each Existing GDR Holder receive, as consideration for each existing GDR held, one new HoldCo GDR.

The shareholders also approved that all of the shares held by the nominees of the bank in Zenpay Limited, a direct subsidiary of the HoldCo, together with all rights and liabilities attached to such shares, be transferred to the HoldCo.

The Board of Directors (BoD) was also authorised to delist the shares of the bank and the Existing GDRs from the Nigerian Exchange and the London Stock Exchange respectively, as well as re-register the bank as a private limited company under CAMA Act 2020.

In his remarks during the EGM, the bank’s Founder/ Chairman, Jim Ovia, thanked the shareholders for their unwavering commitment, which has been instrumental in the bank’s outstanding performance over the years. He expressed his delight at witnessing the transition of the Bank to a holding company, which is anticipated to position it advantageously for exploring emerging opportunities in the Fintech space while bolstering its digital and retail banking initiatives.

Group Managing Director/Chief Executive (MD/CEO) Ebenezer Onyeagwu, lauded Ovia for his pivotal role in creating an institution that has consistently been a trailblazer in the nation’s financial services industry.

nyeagwu expressed his optimism about the Bank’s growth trajectory in the coming years as it transitions into a holding company structure.

He said: “The HoldCo structure presents an opportunity for us to unlock value for shareholders in terms of opportunity in other sectors beyond banking. The first part is Fintech, where we have already received the approval and the license from the Central Bank of Nigeria (CBN), which we are launching soon.

“It is going to be focusing on an area that we know has not been touched on by anyone. So it is more like us finding an open wide space where we can begin to operate, and with a HoldCo, what that means is that we have an opportunity to diversify our investment. We can begin to look at other business verticals that were restrained by the kind of authorisation we have.

“So, it presents a big opportunity for us to have a wider lens and scope in terms of what we can do. It will also position us to think of opportunities beyond Africa. We will be looking at key business verticals that have the potential to enable us to create value for shareholders.”


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