A shareholders’ meeting for Coronation Insurance Plc has been mandated by the Federal High Court in Lagos as the company considers delisting from the NGX.
Nairametrics was able to see this in the company’s notice to the Nigerian Exchange Limited.
The following are excerpts from the declaration that Company Secretary Mary Agha signed:
- NOTICE IS HEREBY GIVEN that by an order of the Federal High Court (hereinafter referred to as the “Court”) dated 26 June 2023, made in the above matter, the Court has directed that a meeting of the holders of the fully paid-up ordinary shares of Coronation Insurance PLC (hereinafter referred to as “the “Company”) be convened to consider, and if thought fit, approving, (with or without modification), a scheme of arrangement proposed to be entered into between the Company and the holders of its fully paid ordinary shares (the “Scheme”).
- A copy of the said Scheme and a copy of the explanatory statement that each shareholder of the Company is required to be furnished with under Section 715 of the Companies and Allied Matters Act can be found on pages 23 to 27 and pages 11 to 17 of the scheme document (the “Scheme Document”), respectively.
- Words used in this notice shall have the same meaning as in the Scheme Document. The meeting of the shareholders of the Company will be held on the 24th day of August 2023 at 1:00 pm at Balmoral Hall, Federal Palace Hotel, Victoria Island, Lagos.”
The Court has also appointed the Chairman of the Board of Directors of the Company, Mr Mutiu Sunmonu, to act as Chairman of the said meeting and has directed the Chairman to report the results thereof to the Court.
The following resolutions will be proposed at the shareholders’ meeting and if thought fit passed as special resolutions of the Company:
- “That the Scheme of Arrangement dated 26 June 2023, a printed copy of which has been submitted to the meeting and for identification subscribed by the Chairman, be and is hereby approved.
- That to give effect to the Scheme in its original form or with, (or subject to), such modification, addition, and condition agreed between the Company and the holders of its fully paid ordinary shares and/or approved or imposed by the Federal High Court or the Securities and Exchange Commission:
- That as consideration for the transfer of the Scheme Shares, each holder of the Scheme Shares shall receive the sum of 65 Kobo per share.
- Nigerian Exchange Limited (the “NGX”) and the Central Securities Clearing System Plc (the “CSCS”) shall be notified and requested to terminate trading in the shares with effect from the Eligibility Date and no trading or transfer of the Company’s shares shall be registered after that date.
- That conditional upon the Scheme becoming effective, the Company’s shares shall be de-listed from NGX on the Eligibility Date and following that date, all the share certificates representing the interests of the Scheme Shareholders Consideration (as defined in the Scheme Document) and in the case of dematerialized share certificates, all the shares of the Company that was lodged with the CSCS shall cease to be valid or to have any value”.
- “That the Board of Directors of the Company be and is hereby authorized to take all necessary steps and to consent to any modifications of the Scheme of Arrangement that the Federal High Court or the Securities and Exchange Commission may deem fit to impose or approve, or that may otherwise be required.”
Delisting from NGX
Recall that Nairametrics reported that Coronation Insurance Plc received an offer from Coronation Capital (Mauritius) Limited to acquire shares of the company at 65kobo per share and subsequently delist from NGX.
The company said the offer price has been set at 65 Kobo per share, representing a 30% premium over the Company’s last traded price of 50 Kobo on August 12, 2021.