- The bank clarified that Godwin Emefiele, the former CBN governor, has no ownership ties with the institution
Titan Trust Bank has refuted allegations of wrongdoing in its acquisition of Union Bank of Nigeria Plc.
A special investigation panel had accused Titan Trust of acquiring Union Bank through illegitimate means.
However, Titan Trust Bank asserted that the acquisition adhered to due process and met all regulatory standards, including those of the SEC and the CBN.
Additionally, the bank clarified that Godwin Emefiele, the former CBN governor, has no ownership ties with the institution.
“We are aware that our customers, shareholders, employees, and other stakeholders of the two banks will naturally be troubled by this allegation. Consequently, the board and management of Titan Trust Bank Limited wish to make the following clarifications to set the records straight,” the statement reads.
“On December 18, 2021, Titan Trust Bank Limited (on the buy side) 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 (otherwise referred to as the “bulk shareholders”).
“The bulk shareholders together owned 93.41% of Union Bank’s issued ordinary share capital. The SPA was a product of a long and tortuous 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.”
According to the firm, the bulk shareholders also engaged a prominent UK law firm “of White & Case as their Legal advisers on the transaction”.
The lender argued that the acquisition was conducted in the most professional, open, and transparent bidding process.
“The acquisition was funded by a combination of debt ($300 million) and additional equity injection of about $190 million which was contributed by TTB’s two major shareholders – Magna International DMCC, and Luxis International DMCC,” Titan Trust said.
“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% (all together almost 12% pa) and a moratorium period of 30 months. TTB has paid interest on the loan for three interest periods (18 months so far).”
In addition, the bank said there was “no illegality or fraud” in the acquisition and merger with Union Bank.
“The slow pace of TTB’s acquisition and ultimate merger with Union Bank has been because of TTB’s and the regulators’ determination to ensure that the process remains fully compliant with extant laws, meets best global practices, and is conducted openly and transparently,” Titan Trust added.
Discussion about this post