In a significant development for Nigeria’s banking sector, shareholders of Zenith Bank Plc have unanimously approved the restructuring of the institution into a holding company (HoldCo). The decision was reached during a court-ordered Extraordinary General Meeting (EGM) held virtually from Zenith Heights, Zenith Bank Plc, Victoria Island, Lagos, on Friday, April 26, 2024.
The approval aligns with the Scheme of Arrangement dated March 28, 2024, as stipulated in Section 715 of the Companies and Allied Matters Act (CAMA), 2020. Shareholders voted in favor of transferring 31,396,493,787 ordinary shares of 50 Kobo each held in the issued and paid-up share capital of Zenith Bank Plc to Zenith Bank Holding Company Plc (HoldCo). In exchange, shareholders will receive an equivalent allotment of ordinary shares in the HoldCo, maintaining their proportionate shareholding.
Furthermore, shareholders endorsed the transfer of shares held by the nominees of the Bank in Zenpay Limited, a direct subsidiary of the HoldCo, along with rights and liabilities attached to such shares. Additionally, the Board of Directors received authorization to delist the shares of the Bank and existing Global Depository Receipts (GDRs) from the Nigerian Exchange and the London Stock Exchange, respectively. The Bank will also be re-registered as a private limited company under the CAMA Act 2020.
Jim Ovia, CFR, Founder and Chairman of Zenith Bank Plc, expressed gratitude to shareholders for their steadfast support, attributing it to the Bank’s outstanding performance. He hailed the transition to a holding company structure, anticipating its strategic advantages in exploring emerging opportunities in the Fintech space and enhancing digital and retail banking initiatives.
Dr. Ebenezer Onyeagwu, Group Managing Director/Chief Executive, praised Jim Ovia’s visionary leadership in establishing Zenith Bank as a trailblazer in Nigeria’s financial services industry. Dr. Onyeagwu underscored the potential of the HoldCo structure to unlock shareholder value and diversify investments beyond banking, particularly in Fintech. He emphasized the Bank’s readiness to leverage its robust capital base and explore opportunities beyond Africa.
Regarding the recapitalization plan, Dr. Onyeagwu expressed confidence in Zenith Bank’s ability to meet the required capital threshold, anticipating shareholder approval at the forthcoming Annual General Meeting (AGM) scheduled for May 8, 2024. He highlighted Zenith’s favorable position compared to peers in the industry, expecting the Bank to raise the least amount due to its existing strong capital base.