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ADB calls emergency meeting to raise GH₵380million for recapitalisation

BY: Maxwell Akalaare Adombila
Dr John Kofi Mensah - MD of ADB
Dr John Kofi Mensah - MD of ADB

The ADB Bank is to hold an emergency general meeting on December 20 for shareholders to authorise the bank's board of directors to raise a minimum of GH₵380 million to meet the Bank of Ghana's new minimum capital of GH₵400 million by December 31.

The amount is to be raised through a renounceable rights issue, a notice issued Wednesday December 12, 2018 evening said.

The EGM will also seek shareholders' approval for the bank to convert a subordinated debt of GH₵150 million owed the central bank into equity, the circular, which was signed by the Company Secretary, Mr James. K. Agbedor, added.

The measures are ADB's last minute and best bet to meeting the BoG's recapitalisation deadline, which elapses 11 days after the December 20, 2018 EGM.

The central bank is ADB's majority shareholder, with over 60 per cent stake in the agric-focused lender.

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ADB suffered some boardroom wrangling until a BoG directive sanitised it in July this year.

In 2017, the Finance Minister, Mr Ken Ofori-Atta, announced plans to merge the bank and National Investment Bank (NIB) into a proposed National Development Bank.

That plan has, however, been ditched, paving the way for the current capital raising exercise.

The notice said the proposed GH₵380 million capital will be "subject to applicable regulatory approvals."

The shareholders' auhtorisation will also direct the board of directors "to use other capital raising methods to raise the needed capital to cover any shortfall that may result from the rights issue," the notice added.

Below is a copy of ADB's Notice for the EGM

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN THAT there will be an Extra-ordinary General Meeting of Agricultural Development Bank Limited (the “Company”) to be held at the British Council, Accra at Eleven O’clock in the forenoon (11.00 am) on Thursday, 20th December, 2018 to transact the following business:

AGENDA
ORDINARY BUSINESS
To pass a resolution dispensing with the statutory notice for general meeting.
To ratify the appointment of Directors.
To approve Directors’ remunerations.
To ratify the appointment of Ernst & Young as Auditors
To authorize Directors to fix the remuneration of the Auditors for the year 2018.

SPECIAL BUSINESS

To authorize Directors to increase the stated capital of the Company to meet the new minimum capital requirement of GHS 400,000,000 set by the Bank of Ghana, through a renounceable rights issue to raise, in the minimum, GHS 383,000,000 subject to applicable regulatory approvals, and to use other capital raising methods to raise the needed capital to cover any shortfall that may result from the rights issue

To authorize the conversion of a subordinated debt of GHS150, 000,000 owed the Bank of Ghana into equity as part of the capital raising process.

To authorize Directors, subject to applicable rules, to determine the modalities of the renounceable rights issue.

NOTE:

A Member who is unable to attend the General Meeting is entitled to appoint a proxy to attend and vote on his/her behalf. A proxy need not be a member.

A proxy form is attached herewith to enable you exercise your vote if you cannot attend. The form should be completed and deposited at the Company’s Registrars, Central Securities Depository at Cedi House, Liberia Road, Accra, or at the Company’s Registered Office at Accra Financial Centre, 3rd Ambassadorial Development Area, Ridge-Accra.

Proxies may be deposited at the addresses indicated herein at any time during working hours prior to the commencement of the meeting in accordance with the Company’s Regulations.

All relevant documents in connection with the meeting are available to shareholders from the date of this notice on the Company’s website (www.adb.com.gh) and at the Company’s Registered Office aforesaid.

Dated this 11th day of December 2018.

JAMES. K. AGBEDOR
COMPANY SECRETARY
BY ORDER OF THE BOARD