SCHEME OF ARRANGEMENT BETWEEN UNITED BANK ... - UBA Plc

CHAIRMAN’S LETTERCHAIRMAN’S LETTERUBA PlcUBA House57 MarinaLagos StateNovember 16, 2012TO: ALL SHAREHOLDERSPROPOSED SCHEME OF ARRANGEMENT FOR THE RESTRUCTURING OF UNITEDBANK FOR AFRICA PLCa. INTRODUCTIONYou will recall that at the last Annual General Meeting of UBA Plc held on 18 th May, 2012, Shareholderswere briefed on the revised Restructuring plan of the Group pursuant to CBN‟s approval of the Bank‟scompliance plan. The revision was sequel to a circular titled “Definition and Structure of HoldingCompanies in Pursuance of the New Banking Model” released on 30th December 2011, the day followingthe Court-Ordered Meeting of the shareholders at which the previously considered holding companystructure was approved. Specifically, the guidelines included the following conditions amongst others, “aHoldco within another Holdco structure may be permissible, under Regulation 3, with the prior approvalof the CBN. However, all commercial banking activities, whether offshore or onshore, must come underthe commercial banking subsidiary”.The implication of this condition for UBA is that the establishment of UBA Africa Holdings Limited (theholding company for the African banks) outside of UBA Plc (the parent bank) as outlined in the previouslyconsidered scheme would no longer be permitted by the CBN.In light of the above, the Bank, after due internal consultations, prepared and submitted on February 21,2012 a new compliance plan to the CBN to operate as a monoline business and divest from all noncommercialbanking subsidiaries. Subsequent to this submission, on March 27, 2012, the Bank received theCBN‟s Approval in Principle (“AIP”) for the new compliance plan.As part of the process for the new Scheme, your Board has retained the services of professional advisers toprovide the required service that will ensure that the structure which your Bank has adopted is optimallyimplemented. Afrinvest (West Africa) Limited, BGL Plc and UBA Capital Plc were retained as FinancialAdvisers; the firm of KPMG Professional Services as Tax Adviser/Consultant; and the firms of Messrs.11