By Chinwendu Obienyi
In response to a new report making the round of a special investigation into the Central Bank of Nigeria (CBN), which includes the alleged illegal acquisition of Union Bank of Nigeria Plc (Union Bank), Titan Trust Bank Limited (TTB) has stated that the acquisition was conducted in the most professional, open and transparent bidding process.
The bank in a press statement said the attention of the Board and Management of Titan Trust Bank Limited was drawn to the widely circulating report of the special investigation into the activities of the Central Bank of Nigeria wherein, among other things, an allegation of illegal acquisition of Union Bank of Nigeria Plc (Union Bank) by Titan Trust Bank Limited has featured prominently.
It noted that it was aware that its customers, shareholders, employees, and other stakeholders of the two banks will naturally be troubled by this allegation.
“On December 18, 2021, Titan Trust Bank Limited signed a Share Sale and Purchase Agreement (SPA) with Atlas Mara Limited, Union Global Partners Limited, Emeka Emuwa, Standard Chartered Bank, Montane Partners West Africa Limited, TLG Africa Growth Impact Fund, and Sanlam Life Assurance Limited on the sale side. “The bulk shareholders together owned 93.41per cent of Union Bank’s issued ordinary share capital. The SPA was the product of a long and tortious due diligence process that involved leading financial and technical advisers.
“Titan Trust Bank engaged reputable firms like PricewaterhouseCoopers Limited (or PWC) for the financial due diligence, Drey Law Practice (DLP) for the legal due diligence, Norton Rose Fulbright (NRF) UK as Legal Advisers and Citibank London as Financial/Transaction Advisers. The bulk shareholders engaged a prominent UK Law firm, White & Case, as their Legal Advisers on the transaction”, it said.
The bank further added that the acquisition which was conducted in the most professional, open, and transparent bidding process was funded by a combination of debt ($300 million) and an additional equity injection of about $190 million, which was contributed by TTBs two major shareholders Magna International DMCC and Luxis International DMCC.
“The Certificates of Capital Importation (CCI) for both the debt and the equity financing evidencing the receipt of these funds into Nigeria by legal means have been made available where requested.
“The $300 million acquisition facility is sourced from Afreximbank and is priced on SOFR with a margin of 6.25 per cent (all together, almost 12per cent pa) and a moratorium period of 30 months. TTB has paid interest on the loan for three interest periods (18 months so far).
According to the bank, it sought and obtained all necessary regulatory approvals from its primary regulator the CBN, the Securities and Exchange Commission (SEC), the Nigerian Exchange Limited (NGX), and the Federal Inland Revenue Service (FIRS), among others.
It said, “Following TTBs acquisition of 93.41 per cent controlling interest in Union Bank on June 1, 2022, a change in control was effected with the dissolution of the former Board and the reconstitution of a new Board with new leadership.”