Two First Active executives are to take the key positions on the board of the enlarged Ulster Bank when the €887 million merger of the two is completed in early January.
Ulster's parent, Royal Bank of Scotland (RBOS), has offered €6.20 per share, or €887 million, through the Irish subsidiary, for First Active. It plans to merge the two Irish operations, while maintaining the individual brands.
According to a circular issued by First Active to its shareholders yesterday, its chief executive, Mr Cormac McCarthy, will become chief executive of the expanded Ulster Bank on completion of the deal. First Active's finance director, Mr Michael Torpey, will take the same role on the new board.
Ulster Bank's current chief executive, Mr Martin Wilson, will be appointed deputy chairman of the enlarged entity. The circular says that Mr Wilson will "provide support to the executive team, with particular focus on integration".
Ulster's finance director, Mr Richard Houghton, will continue as an executive director on the new board. He will have day-to-day responsibility for integrating the two financial institutions. Four of First Active's eight non-executive directors will also be appointed to the new board. These have yet to be selected, the circular says.
The document shows that, at the close of business on October 27th, Mr McCarthy had 117,318 First Active shares. The offer price values this stake at €727,372. Share options granted to him between September 2000 and last May, are valued at €1.8 million. Mr Torpey has shares worth €315,679, and options worth €1.2 million. Chairman Mr John O'Callaghan's 203,090 shares are valued at €1.26 million.
Mr O'Callaghan and his fellow non-executive directors are recommending that shareholders accept the offer for the former First National Building Society. Almost 140,000 society members who remained as shareholders in the bank, will be paid between €3,069 and €6,138 for their stake in the bank. The shares were granted to them when the society de- mutualised in the late 1990s.
The circular also sets the date of the extraordinary general meeting needed to approve the offer for November 27th, at the Burlington Hotel, Dublin. The deal will be completed on January 4th, 2004.
If they join forces, the two institutions will have 1.3 million customers, 262 branches and 5,600 employees. It will be one of four dominant players in the Irish market.
