Union Trust Bank Shareholders Challenges Bank of Sierra Leone Over RCBank Takeover

Shareholders of Union Trust Bank (UTB) have formally petitioned the Bank of Sierra Leone (BSL), requesting an immediate suspension of the central bank’s decision to place UTB under a caretaker management and approve Rokel Commercial Bank (RCB) as its acquirer.

The petition, filed by ACE Legal Partners on behalf of major UTB shareholders and consultant Dr. Jonathan Bangura, alleges significant statutory and constitutional violations in the process that led to the decision.

The petition was submitted in response to BSL’s public notice on December 8, 2025, which declared that UTB would be placed under caretaker management and that RCB would take over the bank.

According to the petitioners, the central bank’s actions contravene the Banking Act, 2019, particularly Section 69, which mandates a 45-day period for UTB to submit a capital restoration plan. They claim that BSL shortened this statutory period to just 30 days, disregarding the required timeframe.

In the petition, which is addressed to the Governor of the Bank of Sierra Leone, the shareholders argue that BSL’s letter of November 14, 2025, directed UTB to submit its capital restoration plan within 30 days. However, they assert that this period was inadequate, as it fell short of the 45 days required under the Banking Act.

The petition also highlights that the central bank failed to honor even the shortened 30-day period. According to the petitioners, the letter, received on November 18, 2025, set a deadline of December 18, 2025, for the submission. However, the resolution date in the BSL’s public notice was approximately 20 days later, in violation of both statutory and constitutional principles.

The petitioners claim that this deviation from the Banking Act not only constitutes a statutory breach but also amounts to a constitutional illegality. Citing Section 105 and Section 171(15) of the Sierra Leone Constitution, they argue that any law inconsistent with the constitution is void and of no effect. As such, the petitioners contend that BSL’s actions, which diverged from the Banking Act, are unconstitutional.

ACE Legal Partners, representing the shareholders, state that they act on behalf of several prominent UTB stakeholders, including Messrs. Sabanor Trust Investment Fund, Aureol Insurance Company, Mr. Mohamed Kwanza, Mr. Yayah Nesser, Ms. Yema Woobay, and Mr. Wusu B. Koroma. Additionally, they represent Dr. Jonathan Bangura, UTB’s consultant and the individual entrusted by the late founder and CEO of UTB, Mr. Sanpha Koroma, to oversee the bank’s succession and fiduciary transition.

The petitioners have outlined three primary requests in their letter to the Bank Governor. First, they call for an immediate suspension of the BSL’s December 8 public notice, asking that all receivership, resolution, and acquisition processes be put on hold pending a transparent and good-faith review.

Second, they demand an urgent meeting involving Dr. Bangura, key UTB stakeholders, the Director of Banking Supervision, and other senior BSL officials to engage substantively on the proposed roadmap for the bank’s future. Finally, they seek approval from the central bank to proceed with UTB’s recapitalization and restructuring plan, which they assert should be carried out under BSL’s direct supervisory oversight.

In support of their position, the petitioners reference several provisions of the Banking Act, 2019, including Sections 116(1), 59, 66, 67, and 69. They also invoke constitutional principles of “fair administrative actions” and common law doctrines such as “legality, reasonableness, proportionality, and procedural fairness.”

The petitioners have expressed their hope that the Bank Governor will give “kind consideration” to their requests and allow for a swift and transparent review of their proposed recapitalization plan under the supervision of BSL. As of the time of writing, the Bank of Sierra Leone has not publicly responded to the petition.

The petitioners argue that the statutory instruments regulating public entities, such as the Bank of Sierra Leone, have quasi-constitutional effect, as they define the scope of executive discretion. They conclude that any deviation from the Banking Act would constitute not just a statutory breach, but a constitutional illegality, with far-reaching consequences for the integrity of the country’s financial system.