Diamond bank has confirmed its merger with Access Bank Plc, stating that the development is in the best interest of all stakeholders including, employees, customers, depositors and shareholders.
In a statement signed by Chioma Afe, Head, Corporate Communications of Diamond Bank, and made available to THE WITNESS on Monday, the lender said that the proposed merger would involve Access Bank acquiring the entire issued share capital of Diamond Bank in exchange for a combination of cash and shares in Access Bank via a Scheme of Merger.
Read the full statement below:
The Board of Diamond Bank Plc (“Diamond Bank”) today announces that following a strategic review leading to a competitive process, the Board has selected Access Bank Plc (“Access Bank”) as the preferred bidder with respect to a potential merger of the two banks (“the merger”) that will create Nigeria and Africa’s largest retail bank by customers.
The Board of Diamond Bank believes that the merger is in the best interest of all stakeholders including, employees, customers, depositors and shareholders and has agreed to recommend the offer to Diamond Bank’s shareholders. Completion of the merger is subject to certain shareholder and regulatory approvals.
The proposed merger would involve Access Bank acquiring the entire issued share capital of Diamond Bank in exchange for a combination of cash and shares in Access Bank via a Scheme of Merger. Based on the agreement reached by the Boards of the two financial institutions, Diamond Bank shareholders will receive a consideration of N3.13 per share, comprising of N1.00 per share in cash and the allotment of 2 New Access Bank ordinary shares for every 7 Diamond Bank ordinary shares held as at the Implementation Date. The offer represents a premium of 260% to the closing market price of N0.87 per share of Diamond Bank on the Nigerian Stock Exchange (“NSE”) as of December 13, 2018, the date of the final binding offer.
Immediately following completion of the merger, Diamond Bank would be absorbed into Access Bank and it will cease to exist under Nigerian law. The current listing of Diamond Bank’s shares on the NSE and the listing of Diamond Bank’s global depositary receipts on the London Stock Exchange will be cancelled, upon the merger becoming effective.
Diamond Bank expects the transaction to complete in the first half of 2019.
Uzoma Dozie, the Chief Executive Officer of Diamond Bank, said: “The proposed combination with Access Bank will create one of Africa’s leading financial institutions.
There is clear strategic rationale for the proposed merger and strong complementarities between the two institutions. While Diamond Bank has pioneered Nigeria’s largest technology-led retail banking platform, Access Bank is one of Nigeria’s leading full-service commercial banks. Consolidation in the Nigerian banking industry is an inevitable, natural progression in a sector where the gap between Tier 1 and Tier 2 banks has been widening and scale has become critical; where technology will disrupt the traditional business model while enabling broader financial inclusion.
The board of Diamond Bank believes that the proposed combination of the two operations provides an exciting prospect for all stakeholders in both businesses and will create a financial
institution with the scale, strength and expertise to capitalise on the significant opportunities in Nigeria and sub-Saharan Africa more broadly.”
Herbert Wigwe, CEO of Access Bank, said: “Access Bank has a strong track record of acquisition and integration and has a clear growth strategy. Access Bank and Diamond Bank have complementary operations and similar values, and a merger with Diamond Bank, with its leadership in digital and mobile-led retail banking, could accelerate our strategy as a significant corporate and retail bank in Nigeria and a Pan-African financial services champion. Access Bank has a strong financial profile with attractive returns and a robust capital position with 20.1% CAR as at 30 September 2018. We believe that this platform, together with the two banks’ shared focus on innovation, financial inclusion and sustainability, can bring benefits to Access Bank and Diamond Bank customers, staff and shareholders.”
Exotix Capital acted as international financial advisor to Diamond Bank, and Templars acted as Nigerian legal counsel.
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Shareholders laud Transcorp Plc’s outstanding Results
Shareholders of Transnational Corporation of Nigeria Plc (Transcorp) have commended the Board and Management of the company for their remarkable achievements demonstrated in the company’s record-setting financial performance in 2018.
Speaking at the company’s 13th Annual General Meeting, which was held at the iconic Transcorp Hilton, Abuja on Friday, March 15, 2019, the shareholders lauded Transcorp for remarkably exceeding its financial performance in previous years while positively impacting the lives of its stakeholders across the country.
Transcorp’s results for the financial year ended December 31, 2018, showed that the Group’s revenue hit an impressive N104.16bn translating into a 30% revenue growth compared to the preceding year’s results. Profit Before Tax closed the year at N22.40bn; a significant leap compared to the Profit Before Tax of N12.31bn recorded in 2017.
While addressing the shareholders at the meeting, Valentine Ozigbo, The President/CEO of Transcorp stated that “the group’s performance for the year ended 2018 is the result of an unflinching commitment to deliver superior value to our wide clientele base.”
Elaborating further, he said, “Our hospitality business recorded a 26% increase in revenue year-on-year as the Transcorp Hilton Abuja saw an increase in occupancy following the release of the newly upgraded rooms after the US$100m upgrade of the hotel. Our power business also achieved a 31% increase in revenue year-on-year; a testament to an operating environment characterised for the most part, by stability in gas supply, foreign exchange rates and the payment assurance programme of the federal government. These and our focused efficiency measures across the Group resulted in a 23% reduction in operating costs, ensured that our Profit Before Tax soared by 82 % year-on-year.”
The National President, Association for the Advancement of Rights of Nigerian Shareholders, Dr. Faruk Umar, reiterated praises from other shareholders and applauded the management of Transcorp for keeping their promise to deliver superior returns to shareholders. “We are over N22bn (PBT) and we are sure this trend will continue.”
He also thanked Transcorp for consistently emerging as the first company quoted on the Nigerian Stock Exchange to host its AGM, which he described as a mark of strong corporate governance.
The Chairman, Transnational Corporation of Nigeria Plc, Tony O. Elumelu, CON, used the occasion of the Annual General Meeting to congratulate the President, His Excellency Muhammadu Buhari for his re-election and urged him to prioritise the power sector. He also spoke on the importance of creating an enabling environment for domestic investors to succeed, emphasising that the steady supply of power will boost businesses and make the economy more competitive.
“Transcorp Plc remains committed to the purpose for which it was founded, which is to improve lives and transform Nigeria. ” He said.
Shareholders applaud Zenith Bank’s improved N232bn PBT, as lender declares dividend offer of N2.80 per share
In a clear show of its resilience and strong market share, Zenith Bank has announced an impressive result for the year ended December 31, 2018 with profit before tax (PBT) rising to N232 billion for the 12 months ended December 31, 2018.
Also, in demonstration of its commitment to its shareholders, the bank has announced a proposed final dividend pay-out of N2.50 per share, bringing the total dividend to N2.80 per share, representing a yield of 11.2 per cent.
According to the bank’s audited financial results for the 2018 financial year released in Lagos on Tuesday, this represents an increase of 16.6 percent over the N199 billion recorded for the same period in 2017. It is the highest so far published by any bank in the Nigerian Banking Industry in the current reporting period. Also, the results showed that profit after tax (PAT) witnessed an impressive growth of 11 per cent year-on-year to N193 billion from N174 billion.
This record profit before tax (PBT) was achieved through the Group’s optimisation of its cost of funds, cost-to-income ratio and cost of risk, ensuring that earnings per share strengthened by 11% to ₦6.15.
Despite the challenging macro-environment, the Group mitigated the knock-on effects through growth of its net interest income and operating income by 15% and 8% respectively as it was able to ensure improved cost efficiencies across the business. This focus on cost efficiencies is yielding tangible benefits as the Group recorded its lowest ever cost-to-income ratio at 49.3% from 52.8% in 2017.
The bank’s balance sheet remains shockproof as loan to deposit ratio, liquidity ratio and capital adequacy ratio were 44.2%, 72.0% and 25.0% respectively and all above the regulatory threshold.
Our risk-centric approach also ensured that cost of risk reduced significantly by 79% from 4.3% in the prior year to 0.9% in 2018. This was reflected through the drop-off in impairment charges by 81% (₦80 billion) compared to 2017, re-affirming the Group’s enhanced asset quality. In the same breadth, coverage ratio increased by 34.2% from 143.4% to 192.4% over the same period, reflecting a prudent disposition to credit risk management. Cost of funds also moved in the positive direction, declining by 41% from 5.2% in 2017 to 3.1% for the year, supported by a 33% decrease in interest expense (₦72 billion) over the same period, demonstrating a robust treasury and liquidity management.
Customer deposits grew by 7% led by an increase of ₦109 billion in savings and an increase of N122bn in current accounts providing it with a platform to rebalance its deposits mix. In 2018, expensively purchased deposits were foregone in favour of cheaper and more stable deposits resulting in a reduction of expensive and shorter dated deposits by ₦110 billion. On the asset front, this increased by 6% to close the year at ₦6 trillion.
The Group’s efforts to deepen its roots in the retail segment have started yielding benefits. This has resulted in a remarkable increase in the volume of transactions across various electronic platforms as well as significant customer acquisitions. This growth in transactions on its digital channels continues to support its retail push as fees from e-products increased by 44% over 2017 with retail deposit balances also growing by 25%.
Management’s outlook is positive for 2019, supported by a fairly stable inflation rate, converging foreign exchange market and near target oil production. The Group will continue its investment in the retail segment of the market to consolidate its leadership position in both the retail and corporate segments while it maintains its shock proof balance sheet.
Consistent with this superlative performance and in recognition of its track record of excellent performance, the bank was recently ranked as the Most Valuable Banking Brand in Nigeria in 2018 by The Banker Magazine. In similar fashion, Zenith Bank was recognized as the Best Corporate Governance Bank in Nigeria by The World Finance for the sixth time just as Ethical Boardroom, a Europe based Boardroom watchdog reaffirmed this recognition by naming the bank as the Best Bank in Corporate Governance in 2018. Recognition has also come the way of the bank as it was recently named as the Best Institution in Sustainability Reporting in Africa 2018 (SERAS Awards) and the Bank of the Year 2018 (BusinessDay).