Access Holdings Plc (ACCESSCORP) Earnings Call Transcript & Summary

[Audio Gap] Listing shareholders, I am Mrs. Mary Adeleye, and I represent Coronation Registrars Limited, the registrar to your company. The Article of Association of your company prescribes the quorum for this meeting as members personally present not less than 50 or holding or representing by proxy, not less than 1/10 of the issued capital of the company. Please note that at the start of this meeting, we have 208 members present online and 510 members represented by proxies with a total of 26,391,500,784 shareholding, representing 49.49% of the company's issued share capital. With this information, I hereby confirm that a quorum has been formed. Thank you, Mr. Chairman.

Thank you very much, Coronation Registrars. Before we start on the formal agenda of the meeting, I would like to briefly introduce other members of the Board present here, Mr. Abubakar Jimoh, Independent Non-executive Director, who is here in person; Mrs. Fatimah Bello-Ismail, Independent Non-executive Director, here in person; Mrs. Ibironke Adeyemi, Independent Non-Executive Director, who is participating online; Mrs. Ojinika Olaghere, Non-executive Director, in person; Mr. Olusegun Ogbonnewo, Non-Executive Director, participating online; Mr. Innocent Ike, Group Managing Director, Chief Executive Officer, in person; Ms. Bolaji Agbede, Executive Director, in person; Mr. Lanre Bamisebi, Executive Director, in person; Mr. Sunday Ekwochi, Company Secretary, in person; and finally, myself, Mr. Aigboje Aig-Imoukhuede, the Chairman of your company by your grace and the grace of God, also here in person. We also have present this morning, the Central Bank of Nigeria represented by [ Mr. Alani Samson Pratuku ] and also Mr. Shehu Nuhu Idris; the Securities and Exchange Commission represented by Mr. Maikaji Shehu Sani; the Nigerian Deposit Insurance Corporation represented by [ Usman Muhammad Dan Lawan, Zakariya Isah; ] and the NGX Regulation Limited represented by Bonaventure Onwuji. The Corporate Affairs Commission is represented by Nurudeen Ismail. The company's statutory auditors, scrutineers, KPMG represented by [ Okonoba ] Omotolani Sulaiman, Oluchi Albert. The company's registrar, Coronation Registrars Limited, represented by Mr. Oluseyi Owoturo and Mrs. Mary Adeleye. The company's statutory Audit Committee members represented by Mr. Henry Omatsola Aragho, Chairman; Mr. Idaere Gogo Ogan, member; Mr. Akindele Gbogboade, member. Of course, all of them are shareholders. Distinguished ladies and gentlemen, this is the first general meeting that your CEO, Mr. Innocent Ike, CEO Access Holdings will be participating in. I would like to take the opportunity of formally, in front of you, welcoming him on board. Once again, Innocent, welcome. And also to take this opportunity in front of you again to appreciate Ms. Bolaji Agbede, as to acting CEO of Holdings for a job very well done. May I kindly request that all participants keep their microphones muted unless speaking to minimize background noise. If you wish to ask a question, please use the raise hand feature on the platform. You will be recognized and invited to a mutual microphone when called upon. When speaking kindly state your name and keep your remarks brief and to the point. We would like to record the meeting, which is being live streamed. You would have observed that I took the opening prayer. Of course, speaking to God is always a privilege and honor that we embrace, but it's also a signal that we shall be moving with brevity throughout this meeting. I would like to inform members that the register of shareholders is available for inspection during the meeting. I will now call on the Secretary, Sunday Ekwochi, to read the notice of the meeting.

Thank you, Chair. Notice is hereby given that an Extraordinary General Meeting of the shareholders of Access Holdings Plc will be held virtually at 10 a.m. on December 18, 2025 to transact the following business: Special Resolutions, that in compliance with the provisions of the Companies and Allied Matters Act 2020, the Investment and Securities Act 2025, the Rules of the Nigerian Exchange Limited, the regulations and directives of the Central Bank of Nigeria, and the company's Articles of Association: One, the company be and is hereby authorized to raise additional capital of up to NGN 40 billion or such other amount or its equivalent in foreign currencies as Board of Directors may determine, through a private placement. Two, that the issued share capital of the company be and is hereby increased from NGN 26,658,919,216.50 dividend into 53,317,838,433 ordinary shares of NGN 0.50 each to NGN 27,646,573,537 divided into 55,293,147,074 ordinary shares of NGN 0.50 each by the creation and addition of 1,975,308,641 ordinary shares of NGN 0.50 each, ranking pari-passu with the existing ordinary shares of the company, and that the Board, where it deems appropriate, be authorized to take the necessary steps to cancel any unallotted shares of the company or to further increase the share capital of the company to an amount sufficient to accommodate any transactions undertaken by the company to raise additional equity capital pursuant to the foregoing resolution or pursuant to the capital raising program of the company. Three, that the Board of Directors be and is hereby authorized to allot the new ordinary shares created in connection with the private placement, at a price of NGN 20.25 or as otherwise determined by the Board to one or more investors in such tranches and on such terms and conditions as shall be determined by the Board. Four, that the Board of Directors be and is hereby authorized to consider, negotiate, approve, and first finalize the list of potential private placement investors; determine the structure, valuation, modalities, and timeline for the private placement. Five, that the Board of Directors be and is hereby authorized to appoint all professional parties, and execute, sign, or enter into all agreements, documents, deeds, undertakings, or instruments necessary for the successful implementation of the private placement. Six, that the Board of Directors be and is hereby authorized to take such further actions and do such further things as may be required to give effect to the above resolutions including but not limited to obtaining the approvals of the relevant regulatory authorities including the Central Bank of Nigeria, the Securities and Exchange Commission and the Nigerian Exchange Limited as well as complying with the directives of any relevant regulatory authority. Seven, that the Company Secretary be and is hereby authorized to take requisite steps to reflect the changes in the share capital structure of the Company at the Corporate Affairs Commission, including but not limited to effecting the necessary amendment to the Company's memorandum of association and Articles of association to reflect the increase in the Company's share capital pursuant to the foregoing resolutions. Eight, and that the shareholders hereby ratify and adopt all steps already taken by the Board of Directors in connection with the proposed capital raise through private placement. Dated 26th Day of November, 2025. By the order of the Board signed by Sunday Ekwochi, Company Secretary.

Thank you, Company Secretary. I declare the meeting duly convened and properly constituted. This meeting is convened to consider and approve the company's plan to raise additional capital of up to NGN 40 billion or such other amounts or the equivalents in foreign currencies as the Board of Directors may determine through private placement. The new ordinary shares created in connection with the private placement will be allotted at a price of NGN 20.25 or as otherwise determined by the Board. The rationale for the proposed private placement is contained in my explanatory letter to shareholders dated November 26, 2025, earlier circulated to shareholders. And with your permission, I take the letter as read. We will now move to the formal business of this meeting. To facilitate the smooth conduct of the business of the day, I will move each motion and invite seconders for each motion from the floor. The seconders are kindly requested to state their names to enable the secretary take note. Voting on the resolutions to be passed during the meeting shall be by 3/4 majority on show of hands using the Coronation Registrars' virtual electronic voting device unless a poll is validly demanded. I will now call on the registrars to give a brief description of the voting process to the shareholders.

Thank you, Mr. Chairman. I will now proceed to explain the procedure for casting your votes using the URL link voting option. Esteemed shareholders, please be informed that, we have captured a total of 510 shareholders' votes received by proxy and holding 26,366,242,345 units, representing 49.45% of the issued share capital. All shareholders are voting using via -- all shareholders are voting remotely via the URL link. You have received an e-mail containing your direct link and access to join the meeting. Ensure you accept the privacy policy. Once logged in, a green sign appears at the top right corner of your device to show your attendance status. When voting begins, the resolution will automatically pop up on your screen to cast your votes. Once the voting session commences, the voting options for, against, and abstain will pop up on your screen. Please click on the reference button in accordance with your decision or choice. Please note that shareholders can change their votes during the voting period. But once the voting period has ended, the last button you pressed will be recorded as your vote. Thank you, Mr. Chairman.

Thank you. We have come to the first resolution. I hereby move that the company be and is hereby authorized to raise additional capital of up to NGN 40 billion or such other amounts of the equivalent in foreign currencies as the Board of Directors may determine through a private placement. Would someone please second this motion? Mrs. Bisi Bakare? Remove your device from mute. Bisi Bakare, remove your device from mute. Okay. [ Mary Akintunde. ]

Thank you, Chairman. Hello, good morning, sir. Thank you very much, sir. I hereby second the motion.

Thank you, Mrs. Bakare, please put the device on mute. I now call on the registrars to conduct the voting process.

Thank you, Mr. Chairman. We'll have the resolution on the screen. Esteemed shareholders the voting period will last for 60 seconds. The timer is on. You may cast your vote according to your decision. On your voting device, you have options for, yes, and abstain -- for, against and abstain. Please cast your votes according to your decisions. We have 40 seconds to the end of the voting period. Thank you. We have 30 seconds to the end of the voting period. Please cast your vote accordingly. On your voting -- on your devices, you have the option for, against, and abstain. You may cast your votes according to your decisions. Thank you. We have 10 seconds left. The voting period has ended, and we have a total of 829 shareholders who voted in favor of this resolution, representing 97.76% and we have 23 shareholders who voted against the resolution, representing 2.23% and 23 shareholders who abstained from the resolution with total representation of less than 0%. Thank you, Mr. Chairman.

The resolution is carried based on the outcome of the vote. We now move to Item 2 of the agenda, that the issued share capital of the company be and is hereby increased from NGN 26,658,919,216.50 only divided into 53,317,838,433 ordinary shares of NGN 0.50 each to NGN 27,646,573,537 divided into 55,293,147,074 ordinary shares of NGN 0.50 each by the creation and addition of 1,975,308,641 ordinary shares of NGN 0.50 each, ranking pari-passu with the existing ordinary shares of the company and that the Board, where it deems appropriate, be authorized to take the necessary steps to cancel any unallotted shares of the company or to further increase the share capital of the company to an amount sufficient to accommodate any transaction undertaken by the Company to raise additional equity capital pursuant to the foregoing resolution or pursuant to the capital raising program of the Company. Would someone please second this motion? Mr. Patrick Ajudua.

My name is Patrick Ajudua. I rise to second the motion, sir.

Thank you. I now call on the registrar to conduct the voting process.

Thank you, Mr. Chairman. We'll have the resolution on display on the screen. The timer is on. Esteemed shareholders please cast your votes according to your decisions. On your voting devices, you have the option for, against, and abstain. You may cast your vote according to your decisions. Thank you. We have 30 seconds to the end of the voting period. 20 seconds to the end of the voting period. 10 seconds to the end of the voting period. Please cast your votes. You have the options on your devices, for, against, or abstain. Thank you. The voting has ended. And we have a total of 821 shareholders who voted in favor of this resolution, representing 97.75%, and we have 24 shareholders who voted against the resolution, representing 2.24% and 26 shareholders who abstained from the resolution, representing 0.01%. Thank you, Mr. Chairman.

Based on the outcome of the vote, the resolution is carried. We now move to the next item of the agenda. I hereby move that the Board of Directors be and is hereby authorized to allot the new ordinary shares created in connection with the private placement at a price of NGN 20.25 or as otherwise determined by the Board to one or more investors in such tranches and on such terms and conditions shall be determined by the Board. Would someone please second this motion? Tunji Bamidele.

My name is Tunji Bamidele. I stand to second the motion. Thank you. God bless you.

Thank you. Registrar?

Thank you, Mr. Chairman. We'll have the resolution on display. The timer is on. Esteemed shareholders, please cast your votes according to your voting decisions. On your various devices, you have the option for, against, and abstain. You may cast your vote according to your decisions. Thank you. We have 30 seconds to the end of the voting period. 20 seconds to the end of the voting period. Please cast your votes using the options on your devices for, against or abstain. 10 more seconds to the end of the voting period. The voting has ended. And we have 874 shareholders representing 97.61% who voted in favor of this resolution and 29 shareholders who voted against the resolution, representing 2.38% and 25 shareholders who abstained, representing less than 0%. Thank you, Mr. Chairman.

Based on the resolution -- based on the outcome of the vote, the resolution is carried. We move to the next item on the agenda. I hereby move that the Board of Directors be and is hereby authorized to consider, negotiate, approve and finalize the list of potential private placement investors, determine the structure, valuation modalities and timeline for the private placement. Would someone please second this motion? Mrs. Thorpe. Mrs. Oludewa Thorpe. [ Mary Akintunde, yes. ] Unmute your device.

Thank you, Mr. Chairman. Given, I would like to -- I do hereby second the motion. Thank you, sir, for the opportunity.

Registrars, over to you.

Thank you, sir. You may have -- we have the resolution on the screen and the timer is on. Esteemed shareholders, you may cast your vote according to your decisions on your voting devices, you have the options for, against and abstain. Please cast your vote accordingly. Thank you. We have 40 seconds to the end of the voting period. 30 seconds to the end of the voting period. Please cast your vote according to your decisions. 20 seconds to the end of the voting period. You have the options on your devices for, against, and abstain. Please cast your vote according to your decisions. Thank you. The voting period has ended. And we have 901 shareholders who voted in favor of this resolution, representing 97.75%. We have 23 shareholders who voted against this resolution, representing 2.23% and 17 shareholders who abstained from this resolution representing 0.02%. Thank you, Mr. Chairman.

Based on the outcome of the vote, the resolution is carried. We are now on agenda Item 5. I hereby move that the Board of Directors be and is hereby authorized to appoint all professional parties and execute, sign or enter into all agreements, documents, deeds, undertakings or instruments necessary for the successful implementation of the private placement. Would someone please second this motion?

Mr. Chairman, my name is [indiscernible] I hereby rise to second that motion. Thank you, sir.

Thank you. Registrars, please conduct the voting process.

Thank you, Mr. Chairman. We have the resolution on the screen and the timer is on. Esteemed shareholders, please cast your vote according to your decisions. On your voting devices, you have the options for, against and abstain. Thank you. We have 40 seconds to the end of the voting period. Please cast your vote according to your decisions. 30 seconds to the end of the voting period. You have on your devices, the options for, against and abstain. Please cast your vote accordingly. Thank you. We have 10 seconds to the end of the voting period. Please cast your votes according to your decisions. The voting period has ended. And we have 938 shareholders representing 97.76% and we have 16 shareholders -- I'll take that again, please. So we have recorded a total of 938 shareholders who voted in favor of this resolution, representing 97.76% and 16 shareholders who voted against representing 2.23% and 12 shareholders who abstained from this resolution, representing 0.01%. Thank you, Mr. Chairman.

Thank you. Based on the outcome of the vote, the resolution is carried. We move to Item 6 on the agenda. I hereby move that the Board of Directors be and is hereby authorized to take such further actions and do such further things as may be required to give effect to the above resolutions, including but not limited to obtaining the approvals of the relevant regulatory authorities, including the Central Bank of Nigeria, the Securities and Exchange Commission and the Nigeria Exchange Limited as well as complying with the directives of any regulatory authority that's relevant here too. Would someone please second this motion? Mr. Kabir Abdullah [indiscernible]

Mr. Chairman, my name is Kabir Abdullah [indiscernible] I hereby second the motion. Thank you, Mr. Chairman.

Thank you. Registrars, over to you.

Thank you, Mr. Chairman. We'll have the resolution on the screen and the timer is on. We have the resolution, the timer on, on the resolution. So, we have the resolution on the screen. And we have the timer on. Please cast your votes according to your decisions. On your voting devices, you have the options for, against and abstain. You may cast your votes according to your decision. The voting period has ended. And we have 933 shareholders who voted in favor of this resolution, representing 97.77% and we have 11 shareholders who voted against this resolution, representing 2.23% and 9 shareholders who abstained from this resolution with less than 0%. Thank you, Mr. Chairman.

Based on the outcome of the vote, the resolution is carried. We now move on to Item 7 on the agenda. I hereby move that the Company Secretary be and is hereby authorized to take requisite steps to reflect the changes in the share capital structure of the Company and the Corporate Affairs Commission, including but not limited to effecting the necessary amendment to the Company's memorandum of association and Articles of association to reflect the increase in the Company's share capital pursuant to the foregoing resolutions. Would someone please second this motion? Mr. Peter? Peter Eyanuku.

Yes. I so do, sir. Thank you, sir.

Thank you. Registrars, please conduct the voting process.

Thank you, Mr. Chairman. We have the resolution on the screen. We have the resolution on the screen and the timer is on. You may cast your vote according to your decision, esteemed shareholders. On your voting devices, you have the options for, against, and abstain. Thank you. We have 40 seconds to the end of the voting period. Please cast your vote according to your decisions on your voting devices, you have the options for, against and abstain. Thank you. We have 20 seconds to the end of the voting period. Please cast your vote according to your decisions. 10 seconds to the end of the voting period. The voting session has ended. And we have recorded 934 shareholders who voted in favor of this resolution, representing 97.76% and 13 shareholders who voted against this resolution, representing 2.23% and 12 shareholders who abstained from this resolution with holdings less than -- with percentage less than 0. Thank you, Mr. Chairman.

Thank you. Based on the outcome of the vote, the resolution is carried. We now move on to the final resolution that we are taking today. I hereby move that the shareholders hereby ratify and adopt all steps already taken by the Board of Directors in connection with the proposed capital raise through private placement. Would someone please second this motion? [indiscernible] Let's -- I see his hand up, I think. Is [indiscernible] present?

Yes. [indiscernible] I second that motion, Chairman.

Thank you very much. I won't call for -- I understand that they are just -- addressing a technical issue. [Technical Difficulty] Registrars, please commence.

Thank you, Mr. Chairman. So, we have the resolution on the screen and the timer is on. Esteem shareholders, you may cast your vote according to your decisions. On your voting devices, you have the options for, against and abstain. Thank you. You have 40 seconds to the end of the voting period. Please cast your votes according to your decisions. On your voting device, you have options for, against and abstain. Thank you. You have 20 seconds to the end of the voting period. Please cast your votes according to your decisions. 10 seconds to the end of this voting period. The voting period has ended. And we have a total of 1,008 shareholders who voted in favor of this resolution, representing 95.09%. And we have 21 shareholders who voted against this resolution, representing 1.98% and 31 shareholders who abstained from this resolution, representing 2.92%. Thank you, Mr. Chairman.

Thank you. Based on the outcome of the vote, the resolution is carried. Thank you very much, registrars. The esteemed shareholders, having considered and passed the resolutions, we would at this point, take comments. Please remember to state your name, be very brief. I need to see the hands. Let me see the hands up. Okay, Faruk Kumar. I'll let you, Faruk Kumar. Dr. Faruk Kumar, Sheik Faruk Kumar. Please unmute your device and make comment. I think, I saw [ Nona ] [indiscernible] If you unmute your device, [ Nona, ] make your comment. Your hand is up. You have the floor, Nona, please unmute your device. Make your comment. It went back to mute. Unmute again, please. We can't hear. I think it's a technical problem on our side. [Technical Difficulty] Is this on his side? Okay. [ Nona, ] we can't hear you. Let's try with somebody else. We'll see. Send a chat to him. We will take Mr. [indiscernible] Well, we can't see him. Yes, [ Mr. Akinduro, ] please, unmute your device, and we'll take your comment. Go ahead.

Hello, Mr. Chairman. Good morning, Mr. Chairman. Yes. Briefly, honestly, we need to appreciate your colleagues. We need to thank God for the way you are putting everything in place to ensure that our company is one of the best companies in this Nigerian Capital Markets. Briefly, Mr. Chairman, we, shareholders, this year, we sacrificed our regular interim dividend due to what we are passing through, and we so most believe in your ability that from henceforth that after this recapitalization that you are going to [indiscernible] to remember those as shareholders in your kingdom. That means to give us a dividend that we serve as palliative, that will compensate us because we have been together in this family, we have assets to assets to some good dividend after this recapitalization. And we believe that you will do this for us, Mr. Chairman. And lastly, Mr. Chairman, I need to tell the shareholders of Access Bank that this is the best time for us to key in into Access. The price is a very funny price now. Before you know it, after this meeting, I'm telling you, we may not be able to get this price as low as we have today. So we thank God and we thank you, Mr. Chairman, and we believe in your ability, and we are together in this, and we know all of us, we have Access to access better lives in the future. Thank you, Mr. Chairman. Eric [indiscernible]

Thank you. Thank you, Eric. I also want to take one or two more comments. Okay, Mrs. Thorpe. Oludewa Thorpe.

Good morning, Mr. Chairman. I hope you are hearing me.

Yes, we can hear you loud and clear.

Okay. I just want to congratulate you for -- I will call it the courage that you have shown so far in our bank. I can just say that from what I'm seeing, our bank is easily the biggest, if not,, one of the biggest, in Nigeria today from where we started as it were a very small dot. We have become something to be reckoned with, and not just nationally but even if nobody would extend in our [indiscernible], we have extended it beyond Nigeria. I just want to encourage shareholders to keep on, keep up and keep up the good works and ensure that for us, especially we resale shareholders, we are able to get the dividends that we are expecting. My fellow shareholder that have just spoken, I align with him. We are hoping that many more, more and more will come our way especially, because many of us are retired and depending on dividends like what we get from your bank. We don't want a situation where as time goes on, because of the size that we have become, then there will be stories as to why we are not getting something or even if we get at all, it's very minimal. So I want to encourage us, encourage you, to keep up the good work for all of us. I thank you.

Thank you very much, Mr. Thorpe and Eric [indiscernible] I think that in the interest of time, we will have to bring our session to a close. It is an extraordinary general meeting. We have concluded the business of the day for shareholders who, due to bandwidth challenges, we were unable to hear you, particularly [ Nona. ] I look forward to chatting with you soon. Let me -- if anyone who is participating in this meeting, maybe you can give us a closing prayer. Is anybody [indiscernible] who wants to, participating in the meeting. It looks like -- I like a closing prayer from one of our Muslim faith members, member of Muslim faith. We couldn't hear, Dr. Faruk. But I had temporary made a contribution, he's participating. [indiscernible] please give us a closing prayer.

[Foreign Language] I pray God Almighty to help us, to help our leaders. I pray, God Almighty, Access Bank, by God willing in 2026, we will get the dividend more than what we received this year. I pray, God Almighty, our shares to be appreciated so that we can enjoy the dividend of our investment. The insecurity we are facing in this country, I pray God Almighty to intervene on it. I pray for our Chairman, for our directors, the company secretary and the secretariat. I pray my colleague shareholders so that we can witness 2026 in good health, long life and prosperity. [Foreign Language] Thank you very much, Mr. Chairman.

Thank you, [indiscernible]. Let us take the National Anthem -- or is it the National Pledge, the Pledge.