Notice is hereby given to all the creditors of SUNU Assurances Nigeria Plc (the "Company") that by a unanimous resolution of the members of the Company at a duly convened extra- ordinary general meeting in Lagos on 9th March 2020 at 11am, presided over by Mr. Kyari Abba Bukar as chairman, the Company approved the cancellation of four (4) existing ordinary shares for every five (5) existing ordinary shares held by the Company's existing shareholders pursuant to section 106 of the Companies and Allied Matters Act, Cap C20 LFN 2004 (CAMA) (the "Share Capital Reconstruction").
The purpose of the Share Capital Reduction is to allow for the issuance of new ordinary shares by way of a rights issue and private placement, in order for the Company to comply with the recently revised share capital requirement by the National Insurance Commission ("NAICOM") for insurance companies.
On May 20, 2019, the NAICOM announced the new minimum paid-up capital requirement for insurance (life and non-life underwriters) and reinsurance companies, reproduced as follows:
The shortfall in the Company's paid-up share capital compared against NAICOM's new capital requirement of N10 billion for Non-Life Insurance Companies as at [September 30, 2019] is N7.71 billion. The Company is exploring a recapitalization plan approved by NAICOM to augment the shortfall by way of a rights issue and private placement, preceded by the Share Capital Reduction, which must be completed by the deadline of 31 December 2020 set by NAICOM.
The Share Capital Reconstruction
The Company's current authorized share capital is N7,000,000,000.00 (Seven Billion Naira only) representing 14,000,000,000 (Fourteen Billion) ordinary shares of 50 kobo each. The current issued and fully paid up ordinary share capital is N7,000,000,000.00 (Seven Billion Naira only) comprising 14,000,000,000 (Fourteen Billion) ordinary shares of 50 kobo each while o (zero) shares are unissued. The present authorized share capital of the Company is inadequate to accommodate any future plan to raise equity capital thereby necessitating the Share Capital Reconstruction, which offers a more efficient approach to creating room for new equity capital issuances. The Share Capital Reconstruction will lead to the cancellation of 11,200,000,000 ordinary shares and result in an increase in the share price to 81.00 (One naira only). This will enable the rights issue, private placement and any subsequent equity capital raising to be priced above the nominal value of 50 Kobo.
The Court Order
Following the approval of the Share Capital Reduction by the shareholders of the Company, take notice that the Company has instituted an application for the court's sanction of the cancellation and reduction of its issued share capital pursuant to Section 107 of CAMA (the "Application").
The Application is scheduled to be heard at the Federal High Court, Lagos Judicial Division, before Hon. Justice S. Saidu on Monday 23 March 2020 at 9:00 AM.
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