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

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THE PROPOSED TIMETABLEDATEACTIVITY16.11.12 Publish Notice of Court-Ordered Meeting in national newspapers12.12.12 Last date for lodging proxy forms for Court-Ordered Meeting13.12.12 Court-Ordered Meeting for the shareholders of UBA Plc14.12.12 File returns of Court-Ordered Meeting with the Corporate Affairs Commission17.12.12File returns of Court-Ordered Meeting with the Securities & Exchange Commission forfinal Approval18.12.12 Obtain final Approval from the Securities & Exchange Commission18.12.12Receive the Securities & Exchange Commission‟s letter approving the registration of theshares of UBA Capital Plc and Africa Prudential Registrars Plc19.12.12 File petition for Court Order sanctioning the Scheme of Arrangement20.12.12 Obtain Court Order sanctioning the Scheme of Arrangement31.12.12 Register Certified True Copy of Court-Order Sanctioning the Scheme of Arrangement withthe Corporate Affairs Commission3.1.13 UBA Plc shares placed on full suspension on The Nigerian Stock Exchange4.1.13 File Certified True Copy of Court Sanction with the Securities & ExchangeCommission/Nigerian Stock Exchange7.1.13 Publish copy of Court Sanction in two national newspapers/Gazette10.1.13 Dispatch UBA Capital Plc, Africa Prudential Registrars Plc and Afriland Properties Plcshare certificates/Credit CSCS accounts of the holders of the Scheme shares11.1.13 List UBA Capital Plc and Africa Prudential Registrars PlcPost transactionEffect and Perfect Asset TransfersThe dates given above are indicative only. The timetable has been prepared on the assumption that the courtdates for the Scheme of Arrangement will be available as and when applied for. If this is not the case, thenthe dates surrounding key events in the timetable may be subject to a corresponding adjustment.Proposed Timetable4
DEFINITIONS“ADVISERS”“AFRICA PRUDENTIAL REGISTRARS”“AFRILAND PROPERTIES”“AFRINVEST”“BANK”“BGL”“BOARD”“BUSINESS DAY”“CAC”All the advisers to UBA Plc in respect of the Scheme of ArrangementAfrica Prudential Registrars Plc (formerly known as UBA Registrars Plc)Afriland Properties Plc (formerly known as UBA Properties Plc)Afrinvest (West Africa) LimitedUnited Bank for Africa PlcBGL PlcRefers to the Board of Directors of UBA PlcAny day other than a Saturday, Sunday or official public holiday in NigeriaThe Corporate Affairs Commission“CAMA” Companies and Allied Matters Act CAP C20 LFN 2004“CBN”“COURT”“COURT-ORDERED MEETING”“COURT SANCTION”“CSCS”“CTC”“EFFECTIVE DATE”“ELIGIBLE SHAREHOLDERS”“EXCESS REALTY”“EXPLANATORY STATEMENT”“FINANCIAL ADVISERS”“FIRS”Central Bank of NigeriaThe Federal High Court of NigeriaMeeting of the shareholders of the Bank, ordered by the Court, pursuant tosection 539 of CAMA, notices of which are set out in the Scheme DocumentThe order of the Court Sanctioning the Scheme of ArrangementCentral Securities Clearing System PlcCertified True CopyThe day on which the Scheme shall take effect and by which date a certifiedtrue copy of the order of the Court Sanctioning the Scheme shall have beendelivered to the CAC for registrationThe ordinary shareholders of the Bank whose names appear on the register ofmembers as of the Terminal DateNon-core real estate assets of the Bank that are not required for the Bank‟soperations and which are particularly listed in Schedule 1The Statement dated 15th November, 2012 issued by the Financial Advisersto UBA Plc for the purpose of explaining the terms, conditions and effects ofthe Scheme which is set out on pages 16 to 54 of this Scheme Document.Afrinvest, BGL & UBA Capital acting as Joint Financial Advisers to UBA PlcFederal Inland Revenue Service5
Page 1 and 2: THIS DOCUMENT IS IMPORTANT AND REQU
Page 3: TABLE OF CONTENTG. EXTRACTS FROM TH
Page 7 and 8: DIRECTORS OF UBA PLCParties to the
Page 9 and 10: OTHER PARTIES TO THE SCHEMECOMPANY
Page 11 and 12: CHAIRMAN’S LETTERCHAIRMAN’S LET
Page 13 and 14: CHAIRMAN’S LETTER• Enhancing th
Page 15 and 16: CHAIRMAN’S LETTERImproved access
Page 17 and 18: EXPLANATORY STATEMENT FROM THE FINA
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APPENDIX 1 - BASIS OF VALUATIONAppe
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APPENDIX 1 - BASIS OF VALUATIONPRIC
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APPENDIX II- FURTHER INFORMATION ON
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APPENDIX III- FURTHER INFORMATION O
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APPENDIX IV- FURTHER INFORMATION ON
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APPENDIX V- FURTHER INFORMATION ON
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APPENDIX VI- PRO-FORMA INFORMATION
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Appendix VII- Statutory and General
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APPENDIX VII - STATUTORY AND GENERA
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APPENDIX VII - STATUTORY AND GENERA
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APPENDIX VIII - THE SCHEME OF ARRAN
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RENUNCIATION FORMRENUNCIATION FORMI
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NOTICE OF COURT ORDERED MEETINGNoti
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NOTICE OF COURT ORDERED MEETINGDate
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SCHEME OF ARRANGEMENT BETWEEN UNITED BANK ... - UBA Plc

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