BY FESTUS OKOROMADU
As part of effects to perfect delisting from the Nigerian Exchange Limited, the board of directors of GlaxoSmithKline Consumer Nigeria Plc has secured the approval of its shareholders to increase the company’s distributable reserves by N2 billion.
Distributable reserves usually consist of accumulated past profits of a company.
In this case, the parent companies of GSK Consumers Nigeria Plc are seeking to convert part of the company’s reserve to be used in paying off local investors who hitherto were holding shares of the company as it had announced plans to exit the Nigerian market.
The decision to increase the distributable reserves which was passed at a court-ordered meeting held on December 5, 2023 at the Shell Zenith Hall, MUSON Centre, Lagos will enable the company to pay existing shareholders the N17.42 per share earlier agreed as the price of the stock as it prepares to delist from the Exchange.
A notification sent to the NGX stated that the resolution was proposed to shareholders at the meeting and duly passed as a special resolution.
According to the notification, shareholders at the meeting passed a sub-joined resolution comprising 13 items.
They include, “The scheme of arrangement dated November 6, 2023, a printed copy of which has been produced for the meeting signed/endorsed by the chairman be and is hereby approved.
“The distributable reserves of the company be increased by N2 billion as a result of the capital contribution by GSK of a portion of its trade debts.
“Other than Setfirst Limited and SmithKline Beecham Limited, who have notified the company that they have elected not to receive their portion of the Initial Cash Distribution, and, instead to contribute their share of it, the shareholders of the company be paid N17.42 per share for every share held in the company within 10 Business Days of the Effective date (as defined in the scheme document).
“The Registrar of the company be and is hereby authorized to include the port of the Initial Cash Distribution that would be payable to Setfirst Limited and SmithKline Beecham Limited to be paid to the Other Shareholders of the company in accordance with the scheme.
“That the Nigerian Exchange Limited (NGX) and Central Securities Clearing System Plc (CSCS) shall be notified and requested to terminate trading in the shares of the NGX with effect from the eligibility date.
“The shares of the company be delisted from the Daily Official List of the NGX upon the scheme becoming effective.”
The notification signed by the designated chairman, Edmund Onuzo, and designated company secretary Frederick Ichekwai, respectively also approved that the company be re-registered as a private company to enable it complete matters concerning the scheme and as well mandated FBNQuest Trustees Limited to carry out all matters pertaining to scheme.
“The company be re-registered as a private company from the Capital Return Date (as defined in the scheme document) for the sole purpose of enabling the completion of all matters pertaining to the scheme of arrangement prior to the dissolution.
“All shareholders be and are entitled to receive a further Final Payment, if any, as a cash distribution in proportion to their shareholding, subject to the company discharging all known and obligations determined as at the Long Stop Date.”