In a decisive move, shareholders of Zenith Bank Plc have given their unanimous approval to the restructuring of the institution into a holding company format. This significant decision was reached during an Extraordinary General Meeting (EGM) conducted virtually from Zenith Heights, Zenith Bank Plc, Victoria Island, Lagos, on Friday, April 26, 2024.
The restructuring, in accordance with the Scheme of Arrangement dated March 28, 2024, as per Section 715 of the Companies and Allied Matters Act (CAMA), 2020, marks a pivotal moment for the bank. Shareholders voted in favor of transferring 31,396,493,787 ordinary shares of 50 Kobo each from Zenith Bank Plc to Zenith Bank Holding Company Plc (the HoldCo). This exchange entails the allotment of 31,396,493,787 ordinary shares of 50 Kobo each in the HoldCo, proportionate to their existing shareholding in the Bank. Additionally, shareholders approved the issuance of one new HoldCo Global Depository Receipt (GDR) for each existing GDR held.
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Furthermore, the shareholders greenlit the transfer of shares held by the nominees of the Bank in Zenpay Limited, a direct subsidiary of the HoldCo, along with associated rights and liabilities, to the HoldCo. The Board of Directors received authorization to delist shares of the Bank and existing GDRs from the Nigerian Exchange and the London Stock Exchange, respectively. Additionally, they were empowered to re-register the Bank as a private limited company under CAMA Act 2020.
Addressing the EGM, Founder and Chairman of Zenith Bank Plc, Jim Ovia, CFR, expressed gratitude to shareholders for their steadfast support, attributing it to the Bank’s stellar performance over the years. Ovia hailed the transition to a holding company structure as a strategic move poised to leverage emerging opportunities in the Fintech sector, bolstering digital and retail banking initiatives.
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Similarly, Dr. Ebenezer Onyeagwu, the Group Managing Director/Chief Executive, commended Jim Ovia for his instrumental role in establishing Zenith Bank as a trailblazer in Nigeria’s financial landscape. Dr. Onyeagwu voiced optimism about the Bank’s growth prospects under the new structure, foreseeing enhanced value creation for shareholders.
Highlighting the potential of the HoldCo model, Dr. Onyeagwu emphasized its capacity to unlock value beyond traditional banking, particularly in the Fintech sphere. He revealed plans for the imminent launch of a Fintech venture, approved and licensed by the Central Bank of Nigeria (CBN), aiming to explore untapped opportunities. With a widened investment scope facilitated by the HoldCo structure, the Bank aims to diversify into various sectors, both domestically and internationally, to maximize shareholder returns.
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Regarding the Bank’s recapitalization strategy, Dr. Onyeagwu affirmed their readiness to secure shareholder approval at the upcoming Annual General Meeting scheduled for May 8, 2024. He expressed confidence in Zenith Bank’s ability to meet the capital requirements stipulated by the CBN, anticipating a successful fundraising effort due to its robust position within the industry.
