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Titan Trust Bank denies alleged illegalities in Union Bank’s acquisition

Titan Trust Bank denies alleged illegalities in Union Bank’s acquisition
December 24
23:32 2023

Titan Trust Bank has denied claims of illegalities in its acquisition of the Union Bank of Nigeria Plc.

A report by the special investigation panel on the Central Bank of Nigeria (CBN) and other related entities had accused Titan Trust of acquiring Union Bank of Nigeria through ill-gotten wealth and other sharp practices.

In a statement on Sunday, the lender insisted that the “transaction followed due process and met all regulatory requirements, including that of the Securities and Exchange Commission (SEC) and the CBN.

The bank also said Godwin Emefiele, the embattled ex-CBN governor, has no link with its ownership.

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“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.

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“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.

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“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).”

‘NO ILLEGALITY OR FRAUD’

In addition, the bank said there was “no illegality or fraud” in the acquisition and merger with Union Bank. 

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“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.

“During the special investigation, the board and management of TTB and Union Bank have made all representations to the investigation team.

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“There is no illegality or fraud in the acquisition as alleged. We insist that this acquisition can vie for one of the most professional and transparent in the history of this country.”

The bank, therefore, urged its customers, shareholders, and all stakeholders to remain calm, adding that efforts are being made to ensure that everything is legal and the current misunderstanding is clarified. 

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