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Shareholders of First Bank, FBN (Merchant Bankers) Limited and MBC International Bank Plc on Wednesday unanimously endorsed the merger scheme proposed by the Board of Directors of the respective banks at the Court Ordered General Meetings held simultaneously in Lagos.
While the shareholders of First Bank and FBN (Merchant Bankers) approved the four points agenda as contained in the proposed merger scheme, the shareholders of MBC International Bank approved the seven points agenda proposed by its own Board under the merger arrangement.
The resolutions approved by the shareholders at the respective meetings include: “ That notwithstanding the provisions of Article 47 of First Bank’s Articles of Association, in consideration of the transfer to First Bank, of all the assets, liabilities and undertakings , including real properties and intellectual property rights of FBN (Merchant Bankers) Limited (“FBNMB”)and MBC International Bank Plc (“MBC”) and the cancellation of the entire share capital of FBNMB and MBC, First Bank shall issue and allot as fully paid , in accordance with the terms set out in the Scheme, an appropriate number of its ordinary shares to the shareholders of FBNMB(excluding First Bank), and the shareholders of MBC; Following CBN’s approval of the retention (by the allotees thereof) of 42,780,542 Ordinary shares of 50 kobo each (“ the Retention Shares”), allotted by way of rights in 2003 ; The sum of N6,016,035 be and is hereby capitalized from the general reserve of First Bank and set free for distribution, not as cash but to be applied in paying for 12,032,070 ordinary shares of 50 kobo each, to be distributed as fully paid shares to the holders of the Retained Shares , same having accrued as bonus on the Retained Shares pursuant to First Bank’s 2005 bonus ; and the Board of Directors of First Bank be and is hereby authorised to take all actions as may be necessary to give full effect to the scheme.”
Other resolutions passed are: “That in consideration for the transfer of all assets , liabilities and undertakings, including real property and intellectual property rights of FBNMB to First Bank all holders of FBNMB shares which shall be cancelled, shall receive one ordinary shares of 50 kobo in First Bank credited as fully paid in exchange for 14 FBNMB Ordinary shares of N1.00 each held by them , while for MBC, one ordinary share of 50 kobo each in First Bank credited as fully paid in exchange for every 25 MBC ordinary shares of 50 kobo each held by them on the Terminal Date.
Also the shareholders of MBC International Bank endorsed following resolutions: “ That in exchange for the transfer to First Bank of all the assets, liabilities, and undertakings, including real properties and intellectual rights of MBC, and the cancellation of the entire share capital of MBC and in accordance with the Scheme, an appropriate number of ordinary shares of First Bank’s unissued share capital be issued and allotted as fully paid to holders of MBC shares, as provided in the Scheme.
In another development, the shareholders of First Bank at an Extra Ordinary General Meeting endorsed the proposal by the Board of Directors to approve the Business combination between Ecobank Nigeria Plc, Ecobank Transnational Incorporated and First Bank of Nigeria Plc to create a Pan-African banking group.
Also approved at the meeting was the authorization of the Board of Directors to take all necessary actions as may be necessary on the proposed combination subject to approval from the regulatory authorities.
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