CAP Notifies of Resolutions Passed at its Court-ordered Meeting on Merger with PORTPAINT

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Friday, February 19, 2021 / 4:33PM / NSE / Header Image Credit: Ecographics


At the court-ordered meeting of the shareholders of Chemical and Allied Products Plc (the "Company") held on Thursday February 18, 2021 at Radisson Blu Hotel, 38/40, Isaac John Street, Ikeja, Lagos at 10.00am, the following sub-joined resolution was considered and duly approved by the Shareholders:

1.   That notwithstanding any rights that the shareholders of the Company have under the Company's memorandum and articles of association or by law, and pursuant to s.711(3)(b) of the Companies and Allied Matters Act 2020, upon the Scheme becoming effective, the Company be and is hereby authorised to allot up to 99,176,942 shares to the Scheme Shareholders who elect to receive the Share Consideration, and the shareholders hereby waive their pre-emptive rights to any such shares.

2.  That for the purpose of giving effect to the Scheme 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 Court:


a)  The Scheme as contained in the Scheme Document dated Wednesday, 30 December 2020, a printed copy of which has been submitted to the meeting and, for the purposes of identification, endorsed by the Chairperson, be and is hereby approved; and that the Directors of the Company be and are hereby authorised to consent to any modification of the Scheme that the Securities and Exchange Commission (“SEC”) and/or the court may deem fit to impose or approve;


b)     The Company be and is hereby authorised to, upon the Scheme becoming effective:

    • pay the Cash Consideration of N2.90 to the Scheme Shareholders for each ordinary share of N0.50 held in Portland Paints as at close of business on the Terminal Date; or
    • allot 1 ordinary share of N0.50 each in the share capital of CAP in exchange for every 8 ordinary shares of N0.50 each held in Portland Paints as at close of business on the Terminal Date, to all Scheme Shareholders that elect to receive the Share Consideration.

c)  In consideration of the payment by the Company of the Scheme Consideration to the Scheme Shareholders, the Company be and is hereby authorised to enter into a merger and business consolidation with Portland Paints such that, upon an order of the Court:


    • all assets, liabilities of Portland Paints including but not limited to real property, intellectual property rights, permits, credits, allowances, equipment and machinery, plant, fixtures and fittings, motor vehicles and businesses as at the Effective Date shall be transferred to the Company without further act or deed by the parties;
    • all employees, undertakings, rights, powers and duties of a personal character, which could not generally be assigned or performed vicariously) of Portland Paints shall be transferred to the Company without further act or deed by the parties;
    • all legal proceedings, claims and litigations pending or contemplated by or against Portland Paints be continued by or against the Company;
    • the entire share capital of Portland Paints shall be cancelled, and Portland Paints shall be dissolved without being wound up;
    • all contracts of Portland Paints shall continue to be in force and effect in accordance with their respective terms and conditions, and CAP shall assume all rights and obligations of Portland Paints under all such contracts;
    • all monies standing to the credit of Portland Paints at banks and with other debtors within and outside Nigeria be held to the credit of the Company.

d) That the Solicitors to the Company be and are hereby directed to seek orders of the Court sanctioning the Scheme and the foregoing resolutions, as well as such incidental, consequential and supplemental orders as are necessary or required to give full effect to the Scheme; and


e)  That the Board of Directors of CAP be and is hereby authorised to take such actions as may be necessary to give effect to the Scheme and to the foregoing resolutions.


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