Mass resignations at Union Bank as Titan Trust completes acquisition

Following the Titan Trust Bank complete acquisition of Union Bank Plc, the bank’s CEO, Emeka Okonkwo; its chairman/non-executive director, Mrs Beatrice Bassey, among several directors have quit.

Union Bank had has announced the completion of core investors’ sale of a majority shareholding to Titan Trust Bank in a statement to the Nigerian Exchange Group on Thursday.

Other directors that resigned, according to the statement, were Independent Non-Executive Director, Mrs Obafunke Alade-Adeyefa; Non-Executive Director, Mr Richard Burrett; Non-Executive Director, Mr Ian Clyne; Non-Executive Director, Mr. Kenroy Dowers; Non-Executive Director, Mr Paul Kokoricha; Non-Executive Director, Mr Taimoor Labib; Non-Executive Director, Mr Mark Patterson; Non-Executive Director, and Mr Emeka Ogbechie.

The statement said, “Following the bank’s notification in December 2021 of the execution of a share sale and purchase agreement between Union Bank of Nigeria majority shareholders – Union Global Partners Limited, Atlas Mara Limited, et al. – and Titan Trust Bank Limited, and the subsequent receipt of all necessary regulatory approvals, Union Bank hereby notifies the Nigerian Exchange Limited, Securities & Exchange Commission and members of the public of the completion of the transaction under the SSPA, which effectively transfers 93.41 per cent of Union Bank’s issued share capital to TTB.”

Consequently, it added, in compliance with the NGX rule book and the amendments to the listing rules, Union Bank notified the NGX, its stakeholders and the investing public of the new developments.

Union Bank notified the NGX that with the completion of the transaction, TGI Group, parent of TTB, had become the majority shareholder and core investor in Union Bank.

It stated, “Union Bank hereby notifies the NGX of the completion of the divestment of the bank’s entire shareholding interest (direct and indirect) in its subsidiary, Union Bank (UK) Plc (“UBUK”), to all the shareholders on the company’s records as of 4th March 2022, pro rata to their existing shareholding interests in the company.

“Consequently, UBUK is not included in the transaction with Titan Trust Bank.”

Meanwhile, Titan Trust Bank, had on Monday, announced that it had completed acquisition of 89 per cent of Union Bank in an off-market deal worth N191 billion.

The acquisition stands as the biggest in recent years, dwarfing the N120 billion Crown Mills paid to acquire Dangote Flour Mills and the N91 billion NIPCO paid for a majority share in Mobil Nigeria, capital market analyst noted.

It is also the biggest deal in the banking space since the N72 billion merger between Access Bank and Diamond Bank Plc.

Recall that in December, 2021, the board of UBN announced that its investors, Union Global Partners Limited, Atlas Mara Limited and other shareholders, have reached an agreement with Titan Trust Bank Limited to divest their shareholding in Union Bank to TTB.

Titan Trust Bank, the newest national commercial bank in Nigeria, commenced operation in October 2019, according to the statement announcing the deal.

“The agreement, which is subject to regulatory approvals and other financial conditions, will upon completion, transfer 89.39 per cent of Union Bank’s issued share capital to TTB,” it said.

Speaking on the transaction, the now resigned chair of Union Bank, Mrs Beatrice Bassey had said, “On behalf of the board, we congratulate all the parties involved in reaching this phase of the transaction and the board looks forward to supporting the next steps to ensure a seamless completion of the process following regulatory approvals.

“We are grateful to our current investors whose significant and consequential investments over the past nine years facilitated the transformation of Union Bank, one of Nigeria’s oldest and storied institutions.

“Today, the bank is well-positioned with an innovative product offering, a growing customer base of over six million and consistent year on year profitability. A solid foundation for our incoming investors to build on as we move into a new era for the bank.”

Also, the chair, Titan Trust Bank, Mr Tunde Lemo, said the transaction marked a key step for Titan Trust in its strategic growth journey and propelled the institution to the next level in the Nigerian banking sector.

“The deal represents a unique opportunity to combine Union Bank’s longstanding and leading banking franchise with TTB’s innovation-led model, which promises to enhance the product and service offering for our combined valued customers,” he added.

Okonkwo who has now resigned Union Bank CEO also said: “this transaction marks a significant milestone in the journey of our 104-year-old bank. While thanking our current investors for their unwavering commitment to the bank over the years, we welcome our new core investor, TTB.

“We recognise the strategic fit between the two institutions and expect that this deal will deliver the best outcome for our employees, customers and stakeholders. We look forward to collectively writing the next exciting chapter for Union Bank