Unity Bank–Providus Merger: Shareholders reveal decision-making date

Unity Bank Plc has called a Court-Ordered Meeting for Friday, September 26, 2025 (9:00 a.m.) at OOPL Hotel, Abeokuta, Ogun State, to seek shareholder approval for a Scheme of Merger with ProvidusBank Limited.

The meeting follows an Order of the Federal High Court, Lagos Judicial Division, issued on July 17, 2025 by Hon. Justice D. I. Dipeolu under Section 711 of the Companies and Allied Matters Act (CAMA) 2020, in Suit No. FHC/L/MISC/734/2025.

The Scheme proposes the combination of all assets, liabilities, undertakings, real properties and intellectual property rights of Unity Bank with those of ProvidusBank. If sanctioned, ProvidusBank Limited will become the surviving entity, and Unity Bank’s entire share capital will be cancelled with the Bank dissolved without winding up.

The certificate of incorporation of ProvidusBank will stand as that of the enlarged institution.

Shareholders are to vote on the Scheme as set out in the Scheme Document dated June 25, 2025. The Scheme Consideration provides two alternatives for Unity Bank investors:

Cash: ₦3.18 per Unity Bank share; or

Share Swap: 18 ordinary shares of ₦0.50 each in ProvidusBank for every 17 ordinary shares of ₦0.50 each held in Unity Bank.

Approval of the Scheme at the meeting requires the statutory majority: not less than three-quarters in value of the ordinary shares of members present and voting by poll, in person or by proxy.

The Court has appointed Mr. Hafiz Mohammed Bashir, Chairman of the Board, to preside; failing him, Mr. Ebenezer A. Kolawole, Managing Director, or any other director chosen by shareholders present will chair the proceedings.

Shareholders may submit questions on the Scheme to the Company Secretary on or before 5:00 p.m., Tuesday, September 23, 2025.

Eligibility to attend and vote will be determined by the register of members as of Friday, September 19, 2025, after which the register will be closed for purposes of the meeting.

Proxy Forms have been circulated; duly executed and stamped forms (with any required Power of Attorney or notarized authority) should be lodged with the Registrar not less than 24 hours before the meeting.

In the event a member attends and votes in person, the proxy for that member will not be entitled to vote.

The Court’s Order also authorizes Unity Bank’s directors to consent to any modifications that the Securities and Exchange Commission (SEC), the Central Bank of Nigeria (CBN) and/or the Court may require.

Upon shareholder approval, Unity Bank’s solicitors—Adelepetun Caxton-Martins-Agbor & Segun (ACAS-Law)—will seek final Court sanction and any consequential orders necessary to give full effect to the Scheme, including the continuation of all pending or contemplated legal proceedings by or against ProvidusBank post-sanction.

Shareholders who have not received the Scheme Document within 14 days of the notice may obtain copies from Unity Bank Registrars Limited, 25 Ogunlana Drive, Surulere, Lagos. The Applicants to the proceedings are ProvidusBank Limited (RC 198892) and Unity Bank Plc (RC 94524).

Investors are advised to review the Scheme Document in detail and decide between the cash payout and the share-swap option, bearing in mind the approval thresholds, regulatory conditions, and the proposed corporate structure of the enlarged bank.