Regulatory Alerts2005-03-31 | TED-AD-37-2005Time Lines and Rendition of Monthly Returns on Bank Consolidation
The Central Bank of Nigeria has provided a detailed timeline and required components for banks undergoing consolidation. Banks must complete three key stages by the end of 2005: secure pre-merger consent by April, receive approval-in-principle by August, and attain final approval by October. Monthly progress reports on the merging activities should be submitted to the Director of Banking Supervision. The main tasks involve obtaining shareholder and regulatory approvals, appointing directors and management, conducting due diligence, valuation, and tax clearance, and finally incorporating the successor bank.
09 –61636405/61635439 09 - 61636418/61635441 www.cenbank.org March 31, 2005 BSD/DO/07/05 CIRCULAR TO ALL BANKS TIME LINES AND RENDITION OF MONTHLY RETURNS ON BANK CONSOLIDATION. Further to our circular Ref: BSD/14/2004 of December 9, 2004, on "Submission of Detailed Plan of Action for Bank Consolidation/ Recapitalization Programme", you are hereby advised of the components of the consolidation events which should be concluded before the end of year 2005 as follows: i. Pre-Merger Consent by April 2005 ii. Approval-in-principle by August 2005 iii. Final Approval by October 2005 Consequently, the attached format is forwarded to enable you submit to the Director of Banking Supervision, Central Bank of Nigeria, Abuja monthly returns of your consolidation activities. Such returns are to be submitted five (5) days after the end of each reporting month starting with April, 2005. All banks are enjoined to strictly comply, please. O.I. IMALA DIRECTOR OF BANKING SUPERVISION
Consolidation Progress Report
LIST OF MERGING BANKS; REPORTING BANK_______________________ ……………………………. AS AT ___________________________
| …………………………… ACTION PLAN | TARGET DATE | STATUS | REMARK/COMMENTS | |
|---|---|---|---|---|
| PRE -MERGER CONSENT UP TO 30 APRIL | ||||
| A | 1 Proposed name for successor bank 2 Memorandum ofUnderstanding (MOU) Board resolution of each of the merging 3 banks Engagement of consultants (Reporting 4 Accountants,Legal Advisers,Financial Advisers, etc) 5 Acceptance/review of consultants report 6 Others (Specify) APPROVAL- IN- PRINCIPLE MAY-AUGUST 31 | |||
| B | 1 Draft MEMART of successor bank 2 Board resolution of each of the merging banks Appointment of proposed 3 Directors/Management of sucessor bank 4 Due diligence exam |
| Prepare draft pre-scheme document | ||
|---|---|---|
| 5 Audited accounts for the purpose of the 6 merger/acquisition 7 Valuation of merging banks 8 Hold court ordered meetings 9 Apply for SEC's approval of the scheme Notify FBIR of the scheme and obtain 10 confirmation of tax implication 11 Appoint advert agents/printers File returns of meetings at CAC/ obtain CACcertified resolution 12 File petition for court ordered sanctioning the 13 scheme 14 Incorporate sucessor bank 15 Prepare opening statement of affairs 16 Others (Specify) FINAL APPROVAL SEPT 1st -Oct 31 | ||
| C | Formal application to CBN with appropraite | |
| 1 documentation Prepare business/strategic plan of succesor 2 bank File scheme document with Federal High 3 Court 4 Finalise merger scheme 5 Others (Specify) Signature:____________________________ | Signature:____________________ | |
| Name: ______________________________ | Name: ______________________ | |
| Designation: Officer not below (GM) | Designation: Managing Director | |
| Date:________________________________ | Date:________________________ |