SET to Conduct Share Reconstruction and Pay Interim Dividend from Recapitalization Reserves; EGM Planned for April 17
Summary of SET’s Board Resolutions
RESOLUTION OF THE BOARD OF DIRECTORS OF SECURE ELECTRONIC TECHNOLOGY PLC
• Date: March 10, 2025
• Board Meeting Date: March 7, 2025
At the Board of Directors meeting of Secure Electronic Technology Plc (SET Plc) held on March 7, 2025, the following resolutions were discussed and approved:
A. Approval of Share Reconstruction and Recapitalization
The Board approved a share reconstruction and recapitalization plan proposed by Gamma Civic Limited, a Mauritius Stock Exchange-listed company, through Cruzan Investment Limited (Nigeria).
Key Resolutions:
1. Initial Total Shares:
• Before the reconstruction, SET Plc had a total of 5,631,540,000 issued shares.
2. Share Capital Reduction:
• 4,223,655,000 shares will be canceled, reducing the issued share capital.
• The value of canceled shares (₦2,111,827,500) will be transferred to a special reconstruction reserve.
• After the cancellation, the remaining issued shares will be 1,407,885,000 shares.
3. Share Consolidation (1-for-4 Ratio):
• Every four (4) existing shares will be consolidated into one (1) new share.
• Fractional shares resulting from the consolidation will be rounded up to the nearest whole number.
4. Adjustment of Share Price:
• The company will adjust its share price on the Nigerian Exchange (NGX) to reflect the consolidation.
• If the pre-reconstruction market price per share is ₦0.50, then after the 1-for-4 share consolidation, the new price will be ₦(4 × x) (where x is the pre-reconstruction price).
5. Private Placement of New Shares:
• The Board authorized the issuance of new ordinary shares of 50 kobo each through Private Placement.
• The pricing and timing of the offer will be determined, subject to regulatory approvals.
B. Extraordinary General Meeting (EGM)
• The Board resolved to convene an Extraordinary General Meeting (EGM) on or before April 17, 2025.
• The EGM will allow shareholders to vote on the share reconstruction and recapitalization plan.
• The final meeting date is subject to regulatory approvals.
C. Approval of Interim Dividend
• The Board authorized the declaration of an interim dividend, subject to regulatory approvals.
• The dividend will be paid to all shareholders from extraordinary income reserved from the recapitalization.
• Dividend distribution will be in proportion to each shareholder’s holding, as defined in the definitive agreement.
Further details on the share reconstruction, EGM, and dividend payment will be communicated in due course.
Summary of SET’s Board Resolutions
RESOLUTION OF THE BOARD OF DIRECTORS OF SECURE ELECTRONIC TECHNOLOGY PLC
• Date: March 10, 2025
• Board Meeting Date: March 7, 2025
At the Board of Directors meeting of Secure Electronic Technology Plc (SET Plc) held on March 7, 2025, the following resolutions were discussed and approved:
A. Approval of Share Reconstruction and Recapitalization
The Board approved a share reconstruction and recapitalization plan proposed by Gamma Civic Limited, a Mauritius Stock Exchange-listed company, through Cruzan Investment Limited (Nigeria).
Key Resolutions:
1. Initial Total Shares:
• Before the reconstruction, SET Plc had a total of 5,631,540,000 issued shares.
2. Share Capital Reduction:
• 4,223,655,000 shares will be canceled, reducing the issued share capital.
• The value of canceled shares (₦2,111,827,500) will be transferred to a special reconstruction reserve.
• After the cancellation, the remaining issued shares will be 1,407,885,000 shares.
3. Share Consolidation (1-for-4 Ratio):
• Every four (4) existing shares will be consolidated into one (1) new share.
• Fractional shares resulting from the consolidation will be rounded up to the nearest whole number.
4. Adjustment of Share Price:
• The company will adjust its share price on the Nigerian Exchange (NGX) to reflect the consolidation.
• If the pre-reconstruction market price per share is ₦0.50, then after the 1-for-4 share consolidation, the new price will be ₦(4 × x) (where x is the pre-reconstruction price).
5. Private Placement of New Shares:
• The Board authorized the issuance of new ordinary shares of 50 kobo each through Private Placement.
• The pricing and timing of the offer will be determined, subject to regulatory approvals.
B. Extraordinary General Meeting (EGM)
• The Board resolved to convene an Extraordinary General Meeting (EGM) on or before April 17, 2025.
• The EGM will allow shareholders to vote on the share reconstruction and recapitalization plan.
• The final meeting date is subject to regulatory approvals.
C. Approval of Interim Dividend
• The Board authorized the declaration of an interim dividend, subject to regulatory approvals.
• The dividend will be paid to all shareholders from extraordinary income reserved from the recapitalization.
• Dividend distribution will be in proportion to each shareholder’s holding, as defined in the definitive agreement.
Further details on the share reconstruction, EGM, and dividend payment will be communicated in due course.