In an unexpected move that could be the beginning of a restructuring of the local banking space, a consortium of financial institutions that control majority shares in the agric-focused bank, Agricultural Development Bank (ADB), have pledged their shares, proceeds, entitlement and voting rights to uniBank, a leading local bank.
The consortium, led by Belstar Capital–a turnkey project finance and implementation institution–also includes Starmount Development Company Limited, EDC Investments Limited and SIC-FSL.
These institutions took up a substantial stake in ADB’s Initial Public Offering (IPO) in 2016 that paved the way for the bank to go public.
A source close to the deal has confirmed to the B&FT that the shares pledged, which is amount to 51 percent, means uniBank now controls these shares and with the addition of voting rights can now determine the strategic direction of ADB.
Despite the pledge of shares and voting rights, it does not constitute an outright sale and therefore does not contravene any rules and regulations of industry regulators including the Securities and Exchange Commission (SEC), Bank of Ghana (BoG) and the Ghana Stock Exchange (GSE).
“What this means is that even though the shares have been pledged to uniBank and are now under the bank’s [uniBank] control, it is not immediately clear whether this new turn of events will significantly change the strategic direction of ADB.
Also, the only way uniBank can trigger an outright purchase of these shares is if the financial consortium, including Belstar, goes against any of the agreements signed. But even then, regulatory approvals from the BoG, SEC and GSE are needed for such deals to go through because ADB is a publicly listed institution,” the source said.
In December 2017, the B&FT reported that uniBank has secured over GH¢600million in fresh capital injection from Belstar Capital to position itself as one of the earliest banks to meet the Central Bank’s increased stated capital requirement.
“The proceeds and entitlement attached to the shares include but is not limited to the voting rights at any general or extraordinary meetings and any future dividends that may accrue to those shares,” the source told the paper.
ADB has been on a path of recovery for the past two years since it went public. After recording losses of GH¢78million and GH¢70million in 2015 and 2016 respectively, ADB posted a healthy and very impressive after-tax profit of GH¢50million for its third quarter 2017 results. “It would appear then that management and the board of ADB are working assiduously to unlock the huge potential of ADB,” the source noted.
What happens to ADB/NIB merger?
The Finance Minister, Ken Ofori-Atta, in November last year, confirmed that government is working to merge ADB and National Investment Bank (NIB) in the creation of a new National Development Bank that will focus on financing industrialisation and agriculture.
“The thinking process is clear that we need a strong and vibrant and well-capitalised enterprise development bank. This is to be able to support the Agriculture and industrialisation drive,” the Finance Minister said.
With uniBank’s control of the shareholding of ADB, this could bring an immature end to government’s plan for the Agric-oriented bank.