Shareholders approve restructuring Zenith Bank as holding business

Shareholders of Zenith Bank Plc unanimously approved the restructuring of the Bank to a holding company during a court-ordered Extraordinary General Meeting (EGM) held virtually from Zenith Heights, Zenith Bank Plc, Victoria Island, Lagos, on Friday, April 26, 2024.

In accordance with the Scheme of Arrangement dated March 28 2024, pursuant to Section 715 of the Companies and Allied Matters Act (CAMA), 2020 between the Bank and the holders of the fully paid ordinary shares of 50 Kobo each in the Bank, the shareholders voted to transfer 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 (the HoldCo) in exchange for the allotment of 31,396,493,787 ordinary shares of 50 Kobo each in the share capital of the HoldCo in the same proportion to their shareholding in the Bank. Similarly, the shareholders approved that each Existing GDR Holder receive, as consideration for each existing GDR held, one new HoldCo GDR.

The shareholders also approved that all of the shares held by the nominees of the Bank in Zenpay Limited, a direct subsidiary of the HoldCo, together with all rights and liabilities attached to such shares, be transferred to the HoldCo. The Board of Directors were also authorised to delist the shares of the Bank and the Existing GDRs from the official list of the Nigerian Exchange and the London Stock Exchange, respectively , as well as re-register the Bank as a private limited company under the CAMA Act 2020.