What Happened to Union Bank of Nigeria Shares?

Union Bank of Nigeria Plc shares no longer trade on the Nigerian Exchange (NGX). The bank, whose symbol was UBN, was delisted in November 2023 after Titan Trust Bank Limited, which had already bought the majority stake, acquired the shares held by the remaining shareholders through a court-sanctioned scheme of arrangement. People who held UBN shares at that point ceased to be shareholders and became entitled to the cash consideration set out in the scheme document.

How the Bank Left the Exchange

Titan Trust Bank first acquired a controlling interest in Union Bank from its core investors. In 2023 a scheme of arrangement was proposed under the Companies and Allied Matters Act 2020 to transfer the shares held by the minority shareholders to Titan Trust Bank in return for a cash payment per share. Shareholders voted on the scheme at a court-ordered meeting in 2023, the court sanctioned it, and the bank's shares were removed from the NGX official list in November 2023.

The amount per share, the payment mechanics and the key dates are all in the scheme document and the related NGX notices. This article does not comment on the terms.

What It Means if You Held UBN Shares

• A sanctioned scheme binds all shareholders in the class, including those who did not vote, could not be contacted or did not know it was happening.
• The shares were transferred to the acquirer. A former holder has a right to the scheme consideration, not a continuing shareholding.
• Payment was routed through the registrar, normally to the bank account on the e-dividend mandate. Where there was no valid mandate, the money could not be delivered and remains to be claimed.
• There is no NGX price and no way to place a broker order in UBN.
• Dividends declared before the delisting and never received are a separate unclaimed item, also handled by the registrar.

Why So Many Union Bank Holdings Are Untraced

Union Bank was one of the oldest and most widely held banking names on the Nigerian market, and its shares were bought over many decades by customers, staff and small savers. A large number of those holdings were on paper certificates, were added to by bonus issues and rights issues, and were adjusted by capital reorganisations along the way. The number on an old certificate may therefore differ from the number on the register at the date of the scheme.

Many of the original holders have also died. Their families often know there were "Union Bank shares" but have no account number, no mandate and no idea who the registrar is.

How to Check and Trace a Holding

1. Read the NGX notices and the bank's announcements on the scheme and the delisting, which name the registrar responsible for payments.
2. Collect every identifier: certificates, dividend warrants, the registered name and any former names, old addresses and any Clearing House Number (CHN).
3. Check bank statements around and after November 2023 for a credit from the registrar.
4. Write to the registrar and ask what was registered in that name at the scheme date, whether the consideration was paid, and whether any earlier dividends are outstanding.
5. If something is unpaid, complete the registrar's identification and bank mandate requirements so that payment can be made.

For a deceased holder, the registrar will pay only the executor or administrator named in a grant of probate or letters of administration. Our guides to inherited shares and to selling or transferring the shares of a deceased person explain what that involves.

Frequently Asked Questions

Is Union Bank of Nigeria still listed on the NGX?

It was delisted in November 2023 following the scheme of arrangement with Titan Trust Bank. The NGX website shows the current official list.

Can I still sell or transfer my Union Bank shares?

Shares covered by the scheme were transferred to the acquirer when it took effect, so there is nothing left to sell on a market. What a former holder can do is claim the consideration, and any unpaid dividends, from the registrar.

I did not vote or agree to anything. Does the scheme still apply to me?

It does. Once the required majority approves a scheme and the court sanctions it, it binds every shareholder in the class, which is how a scheme differs from an ordinary offer that each holder can decline.

Does being a Union Bank customer make me a shareholder?

Having an account with a bank is unrelated to owning its shares. Shareholders were recorded on the register of members kept by the registrar, and for electronic holdings in the CSCS.

How much was paid per share, and was it enough?

The figure is stated in the scheme document and the NGX notices, which are the sources to rely on. Whether it was adequate is a matter of opinion that this article does not address.

My certificate shows a different number of shares from what the registrar says. Why?

Bonus issues, rights issues and capital reorganisations after the certificate was issued change the number on the register without changing the old paper. Ask the registrar for a history of the account.