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Notification of the Proposed Merger between Access Bank Plc. and Intercontinental Bank Plc

Category: Mergers & Aquisitions

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Notification of the Proposed Merger between Access Bank Plc. and Intercontinental Bank Plc

December 6, 2011

The Bank has notified The Exchange that following it’s’ completion of the acquisition of a 75% stake in Intercontinental Bank Plc. (“Intercontinental Bank”), it is pleased to announce that the two Banks have agreed to merge their respective businesses. The proposed merger will be effected through a Scheme of Merger pursuant to Part XII of the Investments and Securities Act (No 29) of 2007 (“Scheme of Merger”) that when concluded, will result in Intercontinental Bank being merged with Access Bank, leaving Access Bank as the surviving entity.

As earlier announced, it was envisaged that after the acquisition of Intercontinental Bank, Access Bank would merge its operations with those of Intercontinental Bank within 18 – 24 months. We have been able to fast-track the process and now aim to achieve single entity status by March, 2012. We are pleased that this acceleration has been made possible by the success of our pre-merger integration processes leading to the achievement of key milestones well ahead of initial target dates. This has been assisted by the high level of cooperation and support received from all stakeholders to date. The acceleration has also been necessitated by the successful completion of change of control at the parent as well as subsidiary levels of Intercontinental Bank. To ensure that the momentum is sustained and that value is preserved, Access Bank has decided to accelerate the merger timetable in line with the progress of integration. This is particularly important as some critical aspects of the integration exercise such as customer and product integration will only be completed subsequent to the legal merger of both banks.

We are pleased to inform you that the requisite pre-approvals have been received from the appropriate authorities in respect of the proposed Scheme of Merger. The Federal High Court has directed that separate meetings of the shareholders of the two banks be convened, and that the Scheme of Merger be presented for their consideration and approval at the Court-Ordered Meetings to be held on December 30, 2011. As part of the Scheme resolutions, the authorized share capital of Access Bank will be increased to accommodate the scheme shares to be issued to Intercontinental Bank shareholders. Consequent upon this resolution being passed at the Court-Ordered Meeting, the shareholders of Access Bank will hold an extra-ordinary general meeting immediately thereafter, to pass resolutions to amend the relevant sections of its Memorandum and Articles of Association, to give effect to the resolutions passed at the Court-Ordered meeting. Attached herewith is a draft Notice of the Extraordinary General Meeting for your approval.

The proposed Scheme of Merger is subject to subsequent approval of the Securities & Exchange Commission and the Central Bank of Nigeria and to the sanction of the Federal High Court.

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