Pre-Merger Conditionalities: Diamond Bank effects Board reconstitution


Diamond Bank Plc may have begun reconstitution of its board for the purposes of consummating the merger with Access Bank Plc.

Yesterday the bank took a critical step towards this direction announcing the appointment of Dele Babade as acting chairman of the Board of Directors.

It is expected that two or more non-executive directors would be appointed except the pre-merger agreements with Access Bank says otherwise.  The bank has been without a board chairman since October 2018 when former chairman, Oluseyi Bickersteth, and three other directors resigned from the board in a controversial circumstance.

However, the bank needs to have a fully constituted board with a chairman in order to go through the process required to consummate its merger with Access Bank, scheduled for completion by end of June 2019.

But at an initial 16-member board the bank may likely limit its membership list to 12 in line with an undisclosed pre-merger agreement.

Other condition necessary for the consummation of the Merger include a court ordered meeting of shareholders of the bank which can only be authorised by a duly constituted board of directors, headed by a chairman approved by the Central Bank of Nigeria, CBN.

Hence, the decision of the bank to appoint, Babalade, one of its non executive directors as acting board chairman.

Also prelude to the consummation of the merger the court ordered meeting of shareholders is expected to approve the merger and subsequently form the basis for approaching the financial market regulators for a formal approval of the merger.

A notice sent to the Nigerian Stock Exchange, NSE, yesterday, said Mr Babade’s appointment followed the resignation of Oluseyi Bickersteth, the immediate past Director/ Chairman of the board. The new appointment is said to be effective from December 24.

Mr Babade, the acting chair, holds Bachelors and Master’s degrees in Law from University of London and was called to both the Nigerian and English Bar.

He started his career with Midland Montagu London (the predecessor of HSBC Investment Bank) on the Graduate Training Programme in 1988 and at various times worked in the UK and Greece mainly in Corporate and Merchant Banking. He joined Citibank in 1993 and garnered experience from Citibank’s Emerging Markets business focusing on businesses beyond Africa and became Vice President in charge of all cross border/international deals for Africa in 1996

. In 1998, he joined Nomura International in London as a Director for Investment Banking for Africa. After re-joining Citibank in 2000, he was moved to Nigeria and Ivory Coast in 2001 as Executive Director covering Nigeria and West Africa and was a board member of Citibank Nigeria from 2001 to 2006. He also served as Citibank’s Director & Regional Head Sub-Sahara Africa Corporate Finance & Investment Banking based in South Africa from 2002 to 2006.

The disclosure said Mr Babade started his own investment advisory firm in 2007 but left briefly to join Ecobank Transnational Inc as Head of Ecobank Capital from 2010 to 2012 and was also a member of the Group Executive Committee, the top executive body for overall direction of the Ecobank Group. Since 2012, he has been running his firm focusing on inward cross border transactions across the African continent.

He currently serves as Chairman of the Africa Risk Capacity Pan African Insurance Company (ARC Ltd) and is also the Chairman of its Finance and Investment Committee. ARC Ltd is a financial affiliate of the African Risk Capacity, a specialised agency of the African Union (AU), an initiative designed to improve current responses to climate-related food security emergencies.

“Mr. Babade was nominated by First Carlyle Growth V (“Carlyle”) and his appointment as a Non-Executive Director was approved by the Central Bank of Nigeria effective April 20, 2017,” the bank said.




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