Tropical General Investment Group, the majority owner of Titan Trust and Union Banks has kicked against the report of the special investigation into the activities of the CBN and other related entities by the Special Investigator, Jim Obazee pertaining to the acquisition of the latter by the former.
In a statement issued on Sunday, and obtained by The Matrix, the Head of Corporate Communications, Rafiat Gawat disclosed that the $500m capital used to pay for the transaction was transparent and unimpeachable and was managed by highly reputed global financial institutions including Rothschild and Citibank while noting that the process took years to complete.
“The attention of the Board and Management of Titan Trust Bank Limited has been drawn to the widely circulating report of the special investigation into the activities of the Central Bank of Nigeria wherein, among other things, an allegation of illegal acquisition of Union Bank of Nigeria Plc (Union Bank) by Titan Trust Bank Limited (or TTB, the Bank) has featured prominently.
“We are aware that our customers, shareholders, employees, and other stakeholders of the two banks will naturally be troubled by this allegation. Consequently, the Board and Management of Titan Trust Bank Limited wish to clarify the following to set the records straight.”
“On December 18, 2021, Titan Trust Bank Limited (on the buy side) signed a Share Sale and Purchase Agreement (SPA) with Atlas Mara Limited, Union Global Partners Limited, Emeka Emuwa, Standard Chartered Bank, Montane Partners West Africa Limited, TLG Africa Growth Impact Fund, and Sanlam Life Assurance Limited on the sale side (otherwise referred to as the bulk shareholders).
“The bulk shareholders together owned 93.41percent of Union Banks issued ordinary share capital. The SPA was the product of a long and tortious due diligence process that involved leading financial and technical advisers.
“Titan Trust Bank engaged reputable firms like PricewaterhouseCoopers Limited (or PWC) for the financial due diligence, Drey Law Practice (DLP) for the legal due diligence, Norton Rose Fulbright (NRF) UK as Legal Advisers and Citibank London as Financial/Transaction Advisers. The Bulk shareholders engaged a prominent UK Law firm, White & Case, as their Legal Advisers on the transaction.
“The acquisition was conducted in the most professional, open, and transparent bidding process. The acquisition was funded by a combination of debt ($300 million) and an additional equity injection of about $190 million, which was contributed by TTBs two major shareholders Magna International DMCC and Luxis International DMCC.
“The Certificates of Capital Importation (CCI) for both the debt and the equity financing evidencing the receipt of these funds into Nigeria by legal means have been made available where requested.
“The $300 million acquisition facility is sourced from Afreximbank and is priced on SOFR with a margin of 6.25% (all together, almost 12percent pa) and a moratorium period of 30 months. TTB has paid interest on the loan for three interest periods (18 months so far).
“TTB sought and obtained all necessary regulatory approvals from its primary regulator the Central Bank of Nigeria (CBN), the Securities and Exchange Commission (SEC), the Nigerian Exchange Limited (NGX), and the Federal Inland Revenue Service (FIRS), among others.
“Following TTBs acquisition of 93.41percent controlling interest in Union Bank on June 1, 2022, a change in control was effected with the dissolution of the former Board and the reconstitution of a new Board with new leadership.”
