Disclaimer

ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS AREA OF THE WEBSITE.  THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH THE BANKS REGARDS AS UNDULY ONEROUS.

You are attempting to enter the area of this website that is designated for the publication of documents and information in connection with the proposed merger of Diamond Bank Plc (“Diamond Bank”) and Access Bank Plc (“Access Bank”) (Diamond Bank and Access Bank, together the “Banks”) (the "Merger") to be implemented by means of a scheme of merger document (the “Scheme Document”). The information contained in this website is made available in good faith and for information purposes only and is subject to the terms and conditions set out below. In particular, the information contained in this website does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Merger or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The full terms and conditions of the Merger will be set out in the Scheme Document. In deciding whether or not to vote in favour of the Merger, shareholders of the Banks should rely only on the information contained and procedures described in the Scheme Document.

Access to the Website

If you would like to view this area of the website, please read this notice carefully. This notice applies to all persons who view this area of the website and, depending on where you are located, may affect your rights or responsibilities. The Banks reserve the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time in whole or in part at the sole discretion of the Banks.

Overseas Persons

As a consequence of legal restrictions, the release, publication or distribution of information contained on this area of the website in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the Federal Republic of Nigeria who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this area of the website or parts thereof illegal, whether or not subject to making certain notifications or taking other action, you should not view this area of the website.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access this area of the website.

You should not forward, transmit or show the announcements, information or documents contained in this area of the website to any person (other than your professional advisers). In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

Forward-Looking Information

This area of the website contains forward-looking information relating to: (i) the future growth, results of operations, performance, business prospects and opportunities of the Banks; (ii) the Merger; (iii) the integration of Diamond Bank’s business with the existing operations of Access Bank; (iv) the impact of the Merger on the financial position of the Banks; and (v) the outlook for Access Bank’s and Diamond Banks’s respective businesses and the banking industry generally based on information currently available. These expectations may not be appropriate for other purposes. Often, but not always, forward-looking information can be identified by the use of words such as “believe”, “expect”, “anticipate”, “target”, “plan”, “objective”, “assume”, “intend”, “project”, “goal”, “continue”, “budget”, “estimate”, “potential”, “may”, “will”, “can”, “could”, “would”, or similar expressions.

In particular, but without limitation, this area of the website contains or may contain forward-looking statements pertaining to:

  • expectations regarding whether the Merger will be completed, including whether the conditions to completion of the Merger will be satisfied, and the anticipated timing for completion;
  • the enlarged entity’s future plans, business prospects and performance, growth potential, financial strength, market profile, revenues, working capital, capital expenditures, investment valuations, income, margins, access to capital and overall strategy;
  • expectations regarding the receipt of all necessary court, shareholder and regulatory approvals;
  • the anticipated number of Access Bank shares to be issued as consideration for the Merger, the expected total capitalization of Access Bank on a consolidated basis following the Merger and the ratio of Access Bank shares to be held by Access Bank shareholders and Diamond Bank shareholders, respectively, following the Merger;
  • the anticipated benefits of the Merger; and
  • expectations regarding the value and nature of the consideration payable to Diamond Bank shareholders as a result of the Merger.

These statements are based on the reasonable assumptions, estimates, analysis, and opinions of management of the Banks made in light of management’s experience and perception of trends, current conditions, and expected developments, as well as other factors that management considers to be relevant and reasonable at the date that such statements are made. Forward-looking information involves known and unknown risks, uncertainties, assumptions, and other factors that may cause the actual results, performance, or achievements of the Banks, to be materially different from those anticipated, estimated, or intended. These risks, uncertainties and assumptions include, without limitation:

  • risks related to operations, including political risks and instability;
  • the ability to consummate the Merger;
  • the ability to obtain requisite court, shareholder and regulatory approvals;
  • the ability of the Banks to successfully integrate their respective operations and retain key employees;
  • the potential impact of the consummation of the Merger on relationships, including with employees, suppliers, customers and competitors;
  • future market conditions, changes in general economic, business and political conditions;
  • the behaviour of other market participants; and
  • the anticipated benefits from the Merger not being realised as a result of changes in general economic and market conditions.

Forward-looking information contained in this website is given as of the date the relevant information or document is published on this area of the website (or any other date that may be specified in the relevant information or document), and the Banks disclaim any obligation or intention to update any forward-looking information, whether as a result of new information, future events, or results or otherwise unless so required by applicable securities laws.

For additional information relating to risk factors relating to the Banks or the Merger, the failure to complete the Merger and the post-Merger business of the enlarge entity, reference should be made to the particular risk factors, if any, described in the documents included in this area of the website.

Responsibility

No representation, assurance or warranty, expressed or implied, is or will be made as to the reliability, accuracy or the completeness of any information contained this area of the website or that the projections will be realized. While the information contained in this area of the website has been prepared in good faith by the management of the Banks, neither the Banks nor any of their respective officers, subsidiaries, employees, advisers or agents make any representation or warranty or shall have any responsibility or liability whatsoever in respect of any statements made herein or omissions herefrom.

THE DOCUMENTS IN THIS AREA OF THE WEBSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.

Electronic versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

Confirmation of Understanding and Acceptance of Disclaimer

  • I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this area of the website or parts thereof illegal.
  • I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
  • I represent and warrant to the Banks that I intend to access this area of the website for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
  • I agree to be bound by the terms of this notice.