Diamond Bank Confirms Access Merger

The Board of Diamond Bank Plc 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 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.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU 596/2014) (“MAR”) and is disclosed in accordance with Diamond Bank’s obligations under Article 17 of MAR.

BREAKING: IT’S OFFICIAL – Diamond, Access Banks merge

The management of Diamond Bank on Monday announced its merger with Access Bank.

A statement by Uzoma Uja, the bank’s Secretary/Legal Adviser, said the transaction will be completed by the first half of 2019.

“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,” the disclosure, sent to the Nigeria Stock Exchange, said.

Read the full disclosure below:

STATEMENT REGARDING SCHEME TO MERGE WITH ACCESS BANK

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 two (2) New Access Bank ordinary shares for every seven (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 be completed in the first half of 2019.

We will keep the market updated with any new development.

Osinbajo in Austria for Africa, Europe Heads of Government meeting

Vice President Yemi Osinbajo will participate in the Africa-Europe High-Level Forum with other African and European Heads of States and Government in Vienna, Austria.

Vice President’s spokesman Laolu Akande, in a statement on Monday in Abuja, said the forum was hosted by the Austrian government on behalf of the European Union and the African Union.

Osinbajo would be speaking on the theme of the forum, ‘Taking Cooperation to the Digital Age’ holding from December 17 to December 18.

According to the organisers in the EU and AU, the forum would promote innovation and digitalisation as important enablers of future development, so that everyone can benefit from the ongoing digital transformation.

It would assess how the partnerships between Africa and Europe contribute to this goal and complement the ongoing implementation of the joint declaration of the 2017 Abidjan Summit between the AU and the EU.

The declaration among other things highlighted the importance of unlocking the potential of the digital economy for Africa and Europe.

It also aimed at contributing to the Africa-Europe Alliance for Sustainable Investment and Jobs.

In Vienna, Osinbajo would hold a town-hall meeting with the Nigerian community in Austria; and also attend several bilateral meetings with European government leaders.

Some of the European government leaders are the Prime Minister of Czech Republic, Andrej Babis; Prime Minister of Finland, Juha Sipilä; the Federal Chancellor of Austria, Sebastian Kurz; and the UK Minister for Africa, Harriet Baldwin.

Osinbajo would also meet with top officials of the Bill and Melinda Gates Foundation.

(NAN)

Don't honour Dec 18 EGM, board tells COSON's stakeholders

It seems the problems the Copyright Society of Nigeria, COSON, is in may not be going away anytime soon based on an illegal emergency meeting being called for by the embattled president of the association.

In order to call stakeholders' attention to the illegality and advised that they stay away from such, the association's board has sent out press release signed by Efe Omorogbe,Sikiru Agboola, Obi Asika and Dare Fasasi.

According to the release:

This is to advise members of Copyright Society of Nigeria (COSON), music industry stakeholders and the general public that contrary to what is being advertised, the Emergency General Meeting scheduled for December 18, 2018 is illegal and therefore an exercise in futility.

Chief Tony Okoroji and his board of handpicked acolytes do not have the legal authority to convene a COSON EGM, present an agenda for deliberation or execute whatever resolutions are adopted.

The current status is thus:

1. Okoroji remains sacked as chairman of the board.

2. The operating licence of the society remains suspended according to the regulator, Nigeria Copyright Commission.

3. Okoroji and his agents are currently facing criminal prosecution by the regulator.

4. Mareva order was issued on 30th November, 2018 on suit number FHC/L/CS/1819/2018, Premier Music Publishing Company Limited, Ivory Music Limited and another vs COSON & Others freezing all COSON accounts (save for staff emmoluments).

5. Appeal process is on-going on the ruling of Justice Liman J. at the Federal High Court, Enugu and until the case is determined, Efe Omorogbe maintains his position as the legal chairman of the legal board of COSON.

Right owners should be rest assured that we will not relent in our commitment to the protection of their royalties and the building of a world class process-driven structure for collective management of copyright in music in Nigeria.

Others who signed the release are Joel Ajayi and the popular music producer, Audu Maikori.

‘It’s disservice to Nigeria if PDP returns to power in 2019’

Deputy governorship candidate of Lagos State chapter of All Progressives Congress (APC), Dr. Obafemi Hamzat, has said it would be a disservice to Nigeria if the electorate return Peoples Democratic Party (PDP) to power in 2019.

While addressing supporters of the ruling All Progressives Congress (APC) at the party’s secretariat in Lagos, the former Commissioner for Works, said it was in the interest of the country if President Muhammadu Buhari and his vice, Prof. Yemi Osinbajo are reelected next year.

He said this would enable them to clear the mess PDP perpetrated for 16 years, as they would also be able to consolidate on the solid foundation that they have laid for the development since 2015.

Hamzat also appealed to the electorate to vote APC governorship candidate in Lagos, Mr. Babajide Sanwo-Olu, stressing that this would enable the party to continue with the developmental chart it has been laying in the past 20 years.

According to him, “PDP destroyed Nigeria during its 16 years’ reign and therefore does not deserve to be returned in 2019. We need to allow President Buhari continue with what he is currently doing.”

Hamzat also dismissed insinuation that PDP presidential candidate, Alhaji Atiku Abubakar, and the party’s governorship standard-bearer in Lagos, Mr. Jimi Agbaje, are capable of giving the ruling party a tough time.

He stressed: “Our campaign will be very easy because PDP destroyed Nigeria. It spent N1.7trillion on power for 16 years but could only generate 2,950 megawatts. But within three years, APC increased power generation to 6,500 megawatts.
“PDP government did not complete any road in the country, but within three years in office, APC completed many roads. It completed the Gombe-Yola-Taraba Road while Oyo-Ogbomoso Road is about 80 per cent completion.”

He said Nigerians should consider the future of their children and the generation unborn before deciding whom to elect in 2019, adding,
“It is important we protect this country from PDP because it lacks plan and strategy for progress and development.”

Hamzat also took a swipe at Agbaje for saying Lagos is under bondage. According to him, “Lagos has moved from state of bankruptcy it was when Bola Tinubu became governor in 1999 to a viable economic state that survives without federal allocation now due to visionary leaderships of APC. If Lagos is under bondage, the question is who enslaved it?

“APC raised Lagos Internal Revenue Generation (IGR) from N600 million in 1999 to the current N38 billion and it never owed its workers any salary. Agbaje has no point to say Lagos is under bondage.”

Buhari to Govs: Economy in bad shape, tighten your belts

President Muhammadu Buhari has told governors of the 36 states of the federation that the economy of the country is in a bad shape.

The President met with the Governors at the Presidential Villa, Abuja for about 30 minutes today.

Chairman of the Nigeria Governors Forum (NGF), Abdulaziz Yari who briefed State House reporters at the end of the meeting, said the President told them to tighten their belts.

The Governors met the President after an extended session of the National Economic Council (NEC) presided over by the Vice President, Yemi Osinbajo.

Yari had told journalists that they thanked the President for releasing the Paris club funds to them without any discrimination.

Asked what was the President’s response, he said: ” The President responded by thanking and telling us that the economy is in bad shape and that we have to come together and think on the way forward,” he said

In attendance at the NEC were David Umayi (Ebonyi),Abdullahi Umar Ganduje (Kano), Abdulfatah Ahmed (Kwara), Kashim Shettima (Borno), Atiku Bagudu (Kebbi), Emmanuel Udom (Akwa Ibom), Simon Lalong (Plateau), Abubakar Sani Bello (Niger), Gboyega Oyetola (Osun), Rotimi Akeredolu (Ondo), Nasiru El-Rufai (Kaduna) and Yahaya Bello (Kogi).

Some Deputy Governors were also in attendance including the Deputy Governor of Katsina State, Mannir Yakubu

Don’t blame FG for poor power supply – Fashola

Abuja— The Federal Government, yesterday, told Nigerians not to blame it for the poor electricity supply across the country.

Minister of Works, Power and Housing, Mr. Babatunde Fashola, SAN, who spoke at a stakeholders meeting in Abuja, Wednesday night, however, advised electricity consumers in the country to direct their complaints about poor power supply and faulty equipment to electricity Distribution Companies, DISCOs and Generation Companies, GENCOs.

Meanwhile, the Generation Companies have disputed the claims by Fashola, arguing that they had made major progress despite challenges in the power sector.

Fashola explained that the Federal Government could no longer interfere in the issue of citizens not having electricity in the country since the sector had been privatised.

According him, “if you don’t have electricity, it is not the Federal Government’s problem, take the matter to the people who are operating the power sector, generation and distribution companies.

“There are problems without a doubt and we must deal with them. But let me remind you, all of the assets that the Ministry of Power used to control for power have been sold by the last administration before I came. And so, if you don’t have power, it is not the government’s problem. Let us be honest.

“The people who are operating the power sector, generation and distribution are now privately owned companies. I am here because I am concerned. If your telephone is not working, it is not the Minister of Communication that you go to. Let us be very clear.

“So, for those of you who want to weaponise electricity, face the businessmen who have taken it up. Let us be honest; if your bank over-charges you interest, is it the Minister of Finance you go to? So, let’s be clear, this is now a private business by Act of Parliament 2005.

“My role is regulatory, oversight and policy, but I have a problem which is the fact that I can’t see a problem and turn my back, so I’m getting involved. So, the people you should be talking to about transformers is not me, the ministry doesn’t supply transformers anymore.”

He further defended his position on the issue, insisting that the minister supervises the ministry and that the GENCOs and DISCOs were players under the FMPWH.

Taking a cue from the analogy given by the participants while answering a question, the minister said: “I think that NERC (Nigerian Electricity Regulatory Commission) is the referee of the game. I am FIFA (Federation of International Football Association) and it is not right as you said that FIFA gets involved, because whether the referee makes a mistake or not, the goal stands.

“So the FIFA man does not enter the field to say go and change the result, but it’s an interesting analogy that I’ve also contemplated in my head and that’s why you didn’t catch me by too much surprise. However, it is important to allow the referee to continue to decide the game because investors like to know who decides.”

We’ve exceeded majority of our contractual obligations — GENCOs

Reacting to the minister’s position, Generation Companies, yesterday, refuted the claims, saying they have exceeded contractual obligations set by the Bureau of Public Enterprises, BPE.

In a statement, yesterday, Dr. Joy Ogaji, Executive Secretary, Association of Power Generation Companies, argued that it had scaled through despite challenges in the power sector.

“GENCOs despite the stern challenges they are faced with from inception till date, have in association with the above FGN objective, kept to the terms of the industry agreements they entered into with the BPE, which defines the relationship between the privatised companies and the government (Represented by BPE and Ministry of Finance incorporated, MOFI), with a five year period to recover lost capacities.

“Records from BPE shows that as at the takeover date, in November 2013, available generation capacity was 4,500MW. Also, installed generation capacity currently stands at 13, 496MW as against 12, 500MW at take over. GENCOs engaged on a massive capacity recovery plan with their acquired asset and achieved in no time lost capacities increasing available capacity to 7, 913MW.

“GENCOs have not just increased their capacities, they have also improved in operational performance in the area of human resource management, Quality, Health Safety and Environment standards and community service responsibilities, which are all components of their agreement.

‘Success story of GENCOs’

“Today, BPE confirms most of the GENCOs have exceeded their contractual obligations. For instance, Ughelli Transcorp at takeover date had generation capacity of 160 MW and has increased to over 701MW which they achieved in 2017. Similarly, Egbin at takeover in November 2013, averaged generation of below 300-MW due to the dismal operational state of its six units.

“At its lowest point, only two of the six units were partially operational. Egbin currently has ramped up capacity to generate 1,320 MW subject to gas availability. On the other hand, the Hydros like Shiroro at takeover had 450mw with some of the units not operating optimally, they have overhauled the units and Shiroro now generates 600mw which was the stalled capacity.

“Mainstream Energy Solutions Limited has increased the combined Generating Capacity of Kainji and Jebba Power Plants from 582MW as at takeover to 922MW. Overhaul has been successfully carried out on one of the generating Units at Jebba Plant. Capacity recovery process on other unavailable units continues which will enable the plants recover to full installed capacity. These are just a few of the successes. We cited two thermal and two hydro plants for purposes of brevity.

“Meanwhile, the privatisation of the power sector has exposed the inherent structural weakness in the sector. As investors, GENCOs are worst hit in this electricity market logjam. They generate power and the power is consumed and not paid for. The TEM regulation betrayed GENCOs. Ineffective contracts as against the TEM promise; Imposed quasi-PPA; Constrained down and out – unrecognized deemed capacity, EoH effect, wrongly defined Available Capacity. The above facts culminate to the understanding that whatever is on paper today as an outstanding to any GENCOS is less than the actual. GENCOs are all casualties, a collateral damage to the economy.”