TUE, 27 SEPT 2022-theGBJournal| Sterling Bank Plc, Monday said it has transitioned to a holding company under the name, Sterling Financial Holdings Company Limited, noting that the change comes following sub-joined resolutions from a court-ordered meeting convened on September 19.
“In accordance with the Scheme of Arrangement, the 28,790,418,124 ordinary shares of 50 Kobo each in the issued and paid-up share capital of the Bank held by the Scheme Shareholders be and are hereby transferred to Sterling Financial Holdings Company Limited in exchange for the allotment of 28,790,418, ordinary shares of 50 Kobo each in the share capital of the HoldCo to the shareholders in the same proportion to their shareholding in the Bank credited as fully paid without any further act or deed.
“The Bank will transfer all the assets, liabilities and undertakings related to the non-interest banking business to The Alternative Bank Limited,” part of the statement read.
According to the statement, in accordance with the Scheme of Arrangement, all of the shares held by the bank and its nominee in “The Alternative Bank Limited”, together with all rights and liabilities attached to such shares, shall be transferred to HoldCo, noting the former to be a direct subsidiary of the later.
The bank urged its Board of Directors to take all necessary actions to delist the shares of the company from the official list of Nigerian Exchange Limited (NGX).
Also, part of the special resolution from the court-ordered meeting was for the bank (subsidiary) to be re-registered as a private limited company under the Companies and Allied Matters Act No. 3 of 2020 (as amended) and the Memorandum and Articles of the Bank be and are hereby amended as set out in the Annexure to the Notice of meeting;
“The Board of Directors of the Bank be and is hereby authorized to do all such other acts and take all such actions as are required to give effect to the Scheme, including consenting to any modifications of the Scheme of Arrangement or any conditions that the Central Bank of Nigeria, the Securities and Exchange Commission, the Federal High Court or any other regulatory authority may think fit to approve or impose,” the statement added.
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