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United Bank for Africa (UBA) Plc, the pan African financial services Group
with presence in 19 countries across Africa, has taken necessary steps
towards restructuring into a financial services holding company, riding on
the approval of shareholders at the court ordered meeting of shareholders,
which held on Thursday December 29, 2011. Shareholders unanimously
approved the plan for the group to operate the new structure, where a non-
operating company to be listed and known as UBA Holdings Plc, will
become the parent company of three intermediate Holding Companies
namely; United Bank for Africa Plc, UBA Africa Holdings Limited and UBA
Capital Holdings Limited.

United Bank for Africa Plc will hold the Nigerian commercial banking
businesses, including the Bank’s branch in New York, UBA Pensions
Custodian and UBA FX Mart; UBA Africa Holdings Limited will hold and
oversee all the African commercial banking businesses excluding Nigeria
while the Groups investments in non-commercial banking businesses will
be held by UBA Capital Holdings Limited in the new arrangement.

Also United Bank for Africa (UBA Plc) will remain a listed entity on the
Nigerian stock Exchange. Existing shareholders will cede 60% of their
holding in UBA Plc for 100% ownership of UBA Holdings Plc. In addition,
UBA Plc will divest its ownership of African banking and non-commercial
banking subsidiaries to UBA Africa Holdings Plc and UBA Capital
Holdings Plc.  These two entities will in turn be wholly owned by UBA
Holdings Plc

The restructuring by UBA is sequel to the approvals-in-principle obtained
from the Central Bank of Nigeria (CBN) and Securities and Exchange
Commission (SEC) respectively.   The rationale for the change in the
current structure is to align the ownership and operation of the Group with
the new licensing regime of the CBN. According to GMD/CEO UBA, Mr.
Phillips Oduoza, “this new move will eliminate duplication across business
lines, whilst improving overall coordination. The assets of the commercial
banking business in Nigeria will be ring-fenced from the other businesses”.

The restructuring will also lead to shareholder value maximization as the
spun-off entities will post restructuring, be able to compete and grow their
businesses through efficient asset utilization and strategic focus
independent of the Bank. It is also expected to provide more robust
governance and risk management framework, driven by core principles of
responsibility and accountability. Executive Director, Group Executive
Office, Mr. Emmanuel Nnorom said the Holdco structure creates a unique
platform for a broader range of business and service offerings to entrench
the Group’s market competitiveness and allow respective management of
each entity to be better focused. “Value will be unlocked for the group, as
investors will gain a deeper understanding of component sub businesses
of the UBA Group and will be better able to ascribe values that match the
earnings and growth profiles of these businesses.  It will also provide each
entity with easier access to long term capital to finance growth thus
protecting and creating value in two ways for shareholders” explained Mr.
Nnorom

The restructuring of UBA into a financial service holding company does
not affect the bank’s current relationships with customers and as it only
relates to the re-organization of entities within the Group.  “The terms and
conditions of our existing contracts and obligations shall remain valid” said
Mr. Oduoza.
UBA TAKES FINAL STEPS TO RESTRUCTURE
INTO FINANCIAL SERVICES HOLDING COMPANY
AS SHAREHOLDERS ENDORSE PLAN.
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