HMARKINS Announces Extra-Ordinary Meeting Resolutions

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Friday, November 22, 2019 /  10:15 AM / NSE / Header Image Credit: Amehnews


At the Extra-Ordinary General Meeting of the Members of Consolidated Hallmark Insurance Plc duly convened and held on the 21st day of November 2019 at The Providence By Mantis Hotel, 12A Oba Akinjobi Way, GRA Ikeja, Lagos with a quorum present and voting throughout, the following Special Resolutions were proposed and were duly passed:

1.  That Members hereby approve that the Company's authorised share capital be and is hereby increased from N7,500,000, 000.00 divided into 15,000,000, 000 Ordinary shares of 50 Kobo each to N10,000,000,000 divided into 20,000,000,000 Ordinary shares of 50 Kobo each with the creation of additional 5,000,000,000 Ordinary shares of 50 Kobo each.

2.     That Members hereby approve that the Company's Memorandum and Articles of Association be amended as follows: By amending Clause 6 of the Memorandum and Articles of Association to read The Capital of the Company is N10,000,000,000.00 (Ten Billion Naira Only) divided in 20,000,000,000.00 (Twenty Billion) Ordinary shares of 50 Kobo each with the power to increase and with the power from time to time to issue any shares of any new capital with preference or priority in the payment of dividends or distribution of assets or otherwise over any other shares whether ordinary or preference or whether issued or not and to vary regulations of the Company as far as necessary to give effect to any such preference or priority.

3.     That Members hereby approve that the Directors be and are hereby authorised to raise additional capital of up to N1,056,900,000 (One Billion Fifty Six Million Nine Hundred Thousand Naira Only) through a Right Issue of 2,032,500,000 (Two Billion and Thirty-Two Million Five Hundred Thousand) units to the ratio of 1:4 at N0.52 per share, on such terms and conditions and on such dates as may be determined by the Directors, subject to obtaining the approvals of the relevant regulatory authorities.

4.    That Members hereby approve that the Directors be and hereby authorised to raise, whether by way of private/public, special offering, right issue or a combination or any other method(s) they deem fit, additional capital of up to N4,500,000,000 (Four Billion Five Hundred Million Naira Only) or its equivalent whether locally or internationally or a combination of both, through the issuance of shares, long term debt, preference shares (redeemable or irredeemable), convertible and non-convertible securities or depository receipts or any other instrument(s) , whether as a standalone transaction, or a combination which may be determined by the Directors for such consideration and upon such terms and conditions as the Directors may deem fit; subject to obtaining the approvals of relevant regulatory authorities.

5.     That Members hereby approve that the Directors are hereby authorised to commence discussion on possible Mergers and Acquisition as the Directors deem fit; subject to obtaining the approval of the Shareholders and relevant regulatory authorities.

6.    That Members hereby approve that the Directors be and are hereby authorised to do all acts and things and to approve, sign and/or execute all documents, appoint such professional parties and advisers, perform all such other things as may be necessary to give effect to the above resolutions including without limitation, complying with the directives of any regulatory authority.

7.     That the Members hereby approve that all acts carried out by the Directors of the Company hitherto in connection with the above resolutions be and are hereby ratified.

8.    That the Directors and the Company Secretary be and are hereby empowered to execute and file all the requisite documents necessary to give effect to the above resolutions.

 

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