WorldStage Newsonline– Notore Chemical Industries Plc, one of the leading fertiliser and agro-allied companies in Africa has announced a resolution to raise additional capital of up to N30 billion whether by way of a public offering, special placement, rights issue or any other method(s) or combination of methods as its board may deem fit.
According to a note signed by Mrs. Otivbo Saleh, Group Chief Legal Officer/Company Secretary and sent to the Nigerian Stock Exchange (NSE), the company said the resolution made at its the Annual General Meeting (AGM) held by Proxy in Lagos on Monday, 17th August, 2020 that the fund will be raised through the issuance of shares, convertible or non-convertible securities, loan notes, bonds and/or any other instruments, whether as a standalone transaction or under a programme, and in such tranches and on such terms and conditions, including a book building or other process, as may be determined by the Board of Directors.
Other proposals that were unanimously adopted at the AGM according to the note include; the approval of the Audited Financial Statements of the Company and of the Group for the year ended 30th September 2019, together with the Reports of the Directors, Auditors and Statutory Audit Committee thereon; The re-appointment of PricewaterhouseCoopers (PwC), the Company’s External Auditors and the authorization to the Directors of the Company to fix the remuneration of the External Auditors; The ratification of the appointment of the following Directors as Non-Executive Directors of the Company: Mr. Tseyi Hammond and Mr. Ovie Ukiri; The re-election of the following Directors who in accordance with Section 259(2) of the Companies and Allied Matters Act (CAMA), Cap. C20, Laws of the Federation of Nigeria, 2004 retired by rotation, but were eligible and offered themselves for re-election: Mr. Ikeme Osakwe, Mr. Hassan Badrawi; and Mr. Mike Jansa
There was also the re-election of the following shareholders as members of the Audit Committee of the Company until the completion of the Company’s next AGM, Alhaji Ali Yusuf Ali, Mr. Mubashiru Abdulaziz, Alhaji Kamilu Haske; The authorization of the increase in the Authorized Share Capital of the Company from the sum of One Billion Naira (N1,000,000,000) to the sum of Two Billion Naira (N2,000,000,000) by the creation and addition thereto of Two Billion (2,000,000,000) Ordinary Shares of Fifty Kobo (N0.50k) each, such shares to rank pari pasu in all respects with the existing shares in the capital of the Company; The amendment of Clause 6 of the Company’s Memorandum of Association to reflect the new Authorised Share Capital of the Company of Two Billion Naira (N2,000,000,000) divided into Four Billion (4,000,000,000) Ordinary Shares of N0.50k each to read as follows: “The Authorised Share Capital of the Company is N2,000,000,000 (Two Billion Naira) divided into 4,000,000,000 (Four Billion) Ordinary Shares of N0.50k each.”
The AGM also approved that the Directors of the Company were authorized to apply any outstanding convertible loan, shareholder loan or loan facility due to any person from the Company towards the payment for any shares subscribed for by such person under the capital raise.
The note said, “ Where the Directors deem fit, the public offer, special placement, rights issue or any other capital raise may be underwritten on such terms and conditions as the Directors may approve.
“ In the event that the Company raises the additional capital by way of a rights issue, any shares not taken up by the existing
“Shareholders within the stipulated period, be determined and offered to interested Shareholders of the Company and where the rights issue is underwritten, the Shareholders also waive their pre-emptive rights to enable the Underwriter(s) take up any unsubscribed shares.
“ The Board of Directors be and are hereby empowered to do all things, including without limitation, the appointment of professional advisers, execution of agreements and all other transaction documents; and the processing of all regulatory approvals required, to give effect to these resolutions. The Board of Directors may authorize the management of the Company to perform any of its functions herein.”
