Details of Shareholders’ Resolutions on the Scheme of Arrangement: Flour Mills of Nigeria Plc
Date of Notification: November 15, 2024
Court-Ordered Meeting Date: November 14, 2024
Special Resolution Passed at the Meeting
The shareholders of Flour Mills of Nigeria Plc (FMN) approved the Scheme of Arrangement during the court-ordered meeting. Below are the key highlights:
1. Approval of the Scheme of Arrangement
• The Scheme of Arrangement, detailed in the document dated September 23, 2024, was approved with any modifications, additions, or conditions agreed upon during the meeting or imposed by the Securities and Exchange Commission (SEC) or the Court.
2. Transfer of Ownership
• Scheme Shares (as defined in the Scheme Document) will be transferred to:
• Excelsior Shipping Company Limited and
• Its wholly-owned Nigerian subsidiary, Greywise Investment Solutions Limited.
• This transfer will take effect from the Effective Date (defined in the Scheme Document) without further action required from the shareholders.
3. Scheme Consideration
• Shareholders will receive a cash consideration of ₦86 per share for each Scheme Share transferred to Excelsior Shipping Company Limited.
4. Termination of Trading and Notification to NGX and CSCS
• Flour Mills of Nigeria Plc will notify:
• Nigerian Exchange Limited (NGX) and
• Central Securities Clearing System Plc (CSCS)
• Trading in the company’s shares will cease on the Eligibility Date, and no further trading or transfers will be registered after that date.
5. Delisting from NGX and Dematerialization of Shares
• Upon the Scheme becoming effective:
• FMN’s shares will be delisted from the Nigerian Exchange Limited (NGX).
• All share certificates held by Scheme Shareholders will be dematerialized.
• Dematerialized shares lodged with CSCS will be transferred to Excelsior Shipping Company Limited and Greywise Investment Solutions Limited.
6. Authorization for Modifications
• The Board of Directors is authorized to:
• Take necessary steps to implement the Scheme.
• Consent to any modifications required by the Federal High Court or SEC to ensure compliance and effectiveness.
7. Court Sanctioning and Solicitor Direction
• The company’s solicitors were directed to seek court orders to sanction:
• The Scheme of Arrangement.
• The resolutions passed at the meeting.
• Any incidental or supplemental orders necessary to fully implement the Scheme.
Voting Method
• The resolutions were passed as a single special resolution by poll.
Signed by:
• Omoboyede Olusanya (Director)
• Joseph Umolu (Company Secretary)
Contact Information:
• Address: 1 Golden Penny Place, Wharf Road, Apapa, Lagos State, Nigeria
Date of Notification: November 15, 2024
Court-Ordered Meeting Date: November 14, 2024
Special Resolution Passed at the Meeting
The shareholders of Flour Mills of Nigeria Plc (FMN) approved the Scheme of Arrangement during the court-ordered meeting. Below are the key highlights:
1. Approval of the Scheme of Arrangement
• The Scheme of Arrangement, detailed in the document dated September 23, 2024, was approved with any modifications, additions, or conditions agreed upon during the meeting or imposed by the Securities and Exchange Commission (SEC) or the Court.
2. Transfer of Ownership
• Scheme Shares (as defined in the Scheme Document) will be transferred to:
• Excelsior Shipping Company Limited and
• Its wholly-owned Nigerian subsidiary, Greywise Investment Solutions Limited.
• This transfer will take effect from the Effective Date (defined in the Scheme Document) without further action required from the shareholders.
3. Scheme Consideration
• Shareholders will receive a cash consideration of ₦86 per share for each Scheme Share transferred to Excelsior Shipping Company Limited.
4. Termination of Trading and Notification to NGX and CSCS
• Flour Mills of Nigeria Plc will notify:
• Nigerian Exchange Limited (NGX) and
• Central Securities Clearing System Plc (CSCS)
• Trading in the company’s shares will cease on the Eligibility Date, and no further trading or transfers will be registered after that date.
5. Delisting from NGX and Dematerialization of Shares
• Upon the Scheme becoming effective:
• FMN’s shares will be delisted from the Nigerian Exchange Limited (NGX).
• All share certificates held by Scheme Shareholders will be dematerialized.
• Dematerialized shares lodged with CSCS will be transferred to Excelsior Shipping Company Limited and Greywise Investment Solutions Limited.
6. Authorization for Modifications
• The Board of Directors is authorized to:
• Take necessary steps to implement the Scheme.
• Consent to any modifications required by the Federal High Court or SEC to ensure compliance and effectiveness.
7. Court Sanctioning and Solicitor Direction
• The company’s solicitors were directed to seek court orders to sanction:
• The Scheme of Arrangement.
• The resolutions passed at the meeting.
• Any incidental or supplemental orders necessary to fully implement the Scheme.
Voting Method
• The resolutions were passed as a single special resolution by poll.
Signed by:
• Omoboyede Olusanya (Director)
• Joseph Umolu (Company Secretary)
Contact Information:
• Address: 1 Golden Penny Place, Wharf Road, Apapa, Lagos State, Nigeria