Republic Bank Application Upheld By Supreme Court –High Court Ruling Quashed

Port-of-Spain, Trinidad; Thursday December 18, 2014 –The Supreme Court in Ghana by unanimous decision on December 17, 2014, ruled in favour of Republic Bank Limited in an application, to quash a ruling of the Accra High Court. The High Court ruling prevented the Bank from proceeding with a mandatory offer to all shareholders of the HFC Bank (Ghana) Limited under the ‘Takeover Code’ of the Securities and Exchange Commission (SEC).

A five-member panel of Justices dismissed the suit which was initiated by HFC Bank against Republic Bank and the SEC. This was in an attempt to prevent Republic Bank from proceeding with a mandatory offer to all shareholders of HFC Bank after Republic Bank had acquired more than 30% of the shareholding of HFC Bank.

Reacting to the news of the ruling, Republic Bank’s Managing Director, Mr. David Dulal-Whiteway, said that Republic Bank was pleased with the ruling of the Supreme Court.

“Based on this ruling of the highest Court in Ghana , Republic Bank will continue the process of the mandatory offer to the shareholders of HFC Bank which was halted by the institution of the proceedings by HFC Bank. We have always valued our business and strategic relationships and will continue to act in good faith in accordance with the laws of any markets that we enter.

He added, “We are looking forward to continuing to contribute significantly to the growth of HFC Bank, and the Republic of Ghana in the coming years. We assure our stakeholders of our long-term commitment and dedication to achieving success”.

Background to the Ruling

After Republic Bank acquired an over thirty percent stake in HFC Bank, it was required by the Takeover Code of the Securities and Exchange Commission to make a mandatory offer to all the shareholders of HFC. The management of HFC initiated an action in the High Court to prevent the process of the mandatory offer from going ahead. Two other court cases initiated by some shareholders of HFC also sought to restrain Republic Bank from making a mandatory offer to all shareholders under the ‘Takeover Code’ of the Securities and Exchange Commission (SEC). In both those cases, the courts upheld objections by lawyers for Republic Bank and decided against the attempt by the plaintiffs to have the courts restrain Republic Bank from proceeding with the mandatory offer to shareholders.