January 13, 2022/NGX
Wema Bank Plc hereby announces that at its 2021 Court-Ordered Meeting held on 31st December 2021 by 10:00 am at Wema Towers, 54 Marina, Lagos State, Nigeria, the following resolutions were proposed and duly passed by the requisite majority at the meeting:
- The Scheme as contained in the Scheme document dated Wednesday, December 1, 2021, with, or subject to such modification, addition or condition agreed at this meeting and/or approved or imposed by the Securities and Exchange Commission (“SEC”) and/or the Court, a printed copy of which has been submitted to the meeting and for purposes of identification, endorsed by the Chairman, be and is hereby approved.
- The Directors be and are hereby authorised to consent to any modification of the Scheme as the SEC and/or the Court may deem to impose or approve.
- The right-sizing of the Bank’s paid-up share capital of N19,287,233,041 (Nineteen Billion, Two Hundred and Eighty-Seven Million, Two Hundred and Thirty-Three Thousand, Forty-One Naira Only) comprising of 38,574,466,082 (Thirty-Eight Billion, Five Hundred and Seventy-Four Million, Four Hundred and Sixty-Six Thousand, Eighty-Two) ordinary shares of a nominal value of N0.50 each to bring it down to N6,429,077,680 (Six Billion, Four Hundred and Twenty-Nine Million, Seventy-Seven Thousand, Six Hundred and Eighty Naira Only) (67% of the current figure) by way of the Scheme, be and is hereby approved.
- N6,429,077,680 (Six Billion, Four Hundred and Twenty-Nine Million, Seventy-Seven Thousand, Six Hundred and Eighty Naira Only) comprising of 12,858,155,360 (Twelve Billion, Eight Hundred and Fifty-Eight Million, One Hundred and Fifty-Five Thousand, Three Hundred and Sixty) ordinary shares of a nominal value of N0.50 each will be retained as the Bank’s paid-up share capital.
- Each of the shareholders, be and hereby relinquish the pro-rata portion of the 25,716,310,721 (Twenty- Five Billion, Seven Hundred and Sixteen Million, Three Hundred and Ten Thousand, Seven Hundred and Twenty-One) issued ordinary share(s) of N0.50 kobo each of the Bank together with all the rights, title and interests attaching thereto (Relinquished Shares), in accordance with the Relinquishment Ratio and the terms of the Scheme.
- N12,858,155,361 (Twelve Billion, Eight Hundred and Fifty-Eight Million, One Hundred and Fifty-Five Thousand, Three Hundred and Sixty-One Naira) being the value of the Relinquished Shares shall be credited to the Bank’s share premium account.
- The Bank acknowledges and accepts the surrender of the Relinquished Shares with the rights and interests attached thereto.
- The Bank shall re-issue the Relinquished Shares.
- As part of the Scheme, each of the shareholders shall retain 1 (one) ordinary share of N0.50 kobo each for every 3 (three) ordinary shares of N0.50 kobo each previously held in the share capital of the Bank resulting in a total of 12,858,155,360 (Twelve Billion, Eight Hundred and Fifty-Eight Million, One Hundred and Fifty-Five Thousand, Three Hundred and Sixty) ordinary shares of N0.50 kobo each of the share capital of the Bank.
- From the Effective Date, the share certificates represented by the Relinquished Shares shall cease to be valid and the respective Central Securities Clearing System Plc (CSCS) accounts of the shareholders whose shares are held in dematerialized form shall be adjusted to reflect the extinguishment of the Relinquished Shares.
- The Board of Directors and the Registrars of the Bank be and are hereby authorised to take steps to reflect the adjustments to each shareholders’ shareholding and amend the Bank’s register of members and take all actions that are necessary to put the Scheme and the foregoing resolutions into effect.
- The Solicitors to the Bank be and are hereby directed to seek orders of the Court sanctioning the Scheme and the foregoing resolutions, as well as such other incidental, consequential or supplemental orders as are necessary or required to give full effect to the Scheme.
- A market maker be and is hereby authorised on behalf of the Bank to purchase all the shares of the dissenting/absent/abstaining shareholders at the agreed consideration which will be based on the closing market price of the Bank’s shares on the Court Ordered Meeting Date and a separate notice with the absent/abstaining shareholders claims form be circulated immediately after the COM date for shareholders who abstain or are absent from the COM.