LEVENTIS To Hold Court Ordered Meeting On 22nd November, 2019.

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Thursday, October 24, 2019 / 11:57 AM / NSE / Header Image Credit: AGLeventis

 

Notice is hereby given that by an Order of the Federal High Court (hereinafter referred to as the ("Court") dated 17 October 2019, made in the above matter, the Court has directed that a meeting of the holders of the fully paid up ordinary shares of A.G. Leventis (Nigeria) Plc (hereinafter referred to as ("the "Company") be convened for the purpose of considering, and if thought fit, approving, (with or without modification), a Scheme of Arrangement proposed to be entered into between the Company and the holders of its fully paid ordinary shares (the "Scheme").

 

A copy of the said Scheme and a copy of the Explanatory Statement that each shareholder of the Company is required to be furnished with pursuant to Section 540 of the Companies and Allied Matters Act can be found on pages 22 to 26 and pages 10 to 17 of the Scheme Document, respectively.

 

The meeting of the shareholders of the Company will be held on 22 November 2019 at Lagoon Restaurants, 1C Ozumba Mbadiwe Street, Victoria Island, Lagos at 12:00pm at which place and time all the aforesaid shareholders are requested to attend. Registration of shareholders will commence three (3) hours before the scheduled time of the meeting.

 

At the meeting, the following sub-joined resolutions will be proposed and if thought fit passed as special resolutions of the Company:

"That the Scheme of Arrangement dated 09 October 2019, a print of which has been submitted to the meeting and for the purposes of identification subscribed by the Chairman, be and is hereby approved, and that the Directors be and are hereby authorised to consent to any modifications of the Scheme of Arrangement that the Federal High Court or any regulatory authority may deem fit to impose or approve or that may otherwise be required."

 

"That for the purpose of giving effect to the Scheme in its original form or 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 Federal High Court or any regulatory authority:

The Scheme Shares (as defined in the Scheme Document) be transferred to Boval S.A. on behalf of the Core Shareholders (as defined in the Scheme Document) without further act or deed.

The holders of the Scheme Shares be paid the Scheme Consideration (as defined in the Scheme Document) for the transfer of the said Scheme Shares.

"That as consideration for the transfer of the Scheme Shares, each holder of the Scheme Shares shall receive the sum of 53 kobo per share"

 

"That conditionally upon the Scheme becoming effective, the ordinary shares of the Company be de-listed from the Daily Official List of The Nigerian Stock Exchange.

 

"That the Board of Directors of the Company be and is hereby authorised to take all necessary steps and to consent to any modifications of the Scheme of Arrangement that the Federal High Court or any regulatory authority may deem fit to impose or approve, or that may otherwise be required."

  

Effect of the Scheme

Following the implementation of the Scheme, the Scheme Shares will be transferred to the Core Shareholders and the entire issued ordinary share capital of A.G. Leventis will be held by the Core Shareholders. The Company will be delisted from The Nigerian Stock Exchange and re-registered as a private limited liability company pursuant to the relevant provisions of CAMA.

 

The interests of the Directors in the issued share capital of the Company as recorded in the Register of Directors' Interests as at 31 December 2018 are as follows:

 

DIRECTOR

TOTAL SHARES

%

Ahmed Kazalma

Mantey 

 

12,000

0.00%

Michail Oikonomakis

1,978,395

0.07%

 

Suleman Abubakar

-

-

Haralambos (Harry) George David

3,837,059

0.14%

Orikolade Adebayo Karim

-

-

Anastasios loannis Leventis

876,000

0.03%

Kenny Ezenwani Ezenwani

768

0.00%

 

 

The effect of the Scheme will be the same for all shareholders, including Directors who are shareholders of the Company.

 

By the said Order, the Court has appointed the Chairman of the Board of Directors of the Company, Anmed Kazalma Mantey, or failing him, Mr Michail Oikonomakis, or failing them both any other director appointed in their stead by the shareholders present at the meeting to act as Chairman of the said meeting and has directed the Chairman to report the results thereof to the Court.

 

Voting at the meeting will be by poll. Shareholders may vote in person or they may appoint any other person, whether a shareholder or not, to act as proxy and to attend and vote in their stead.

 

In compliance with the requirements of The Nigerian Stock Exchange, the Core Shareholders and their related parties will not exercise their right of voting at the Court-Ordered Meeting.

 

A proxy form is being sent to each shareholder. In the case of joint shareholders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders; and for this purpose, seniority will be determined by the order in which their names stand in the register of members of the Company.

 

It is requested that forms appointing proxies be lodged at the office of the Registrars of the Company, Cardinal Stone Registrars Limited, as shown on the proxy from, not less than 24 hours before the time appointed for the Meeting.

 

Please note that the lodging of the proxy form does not prevent you from

attending the meeting and voting should you wish to so do. However, in such arrangement, your proxy will not be entitled to vote. 

 

Closure of Register of Members

The Register of Members will be closed from the 14th of November 2019 for the purpose of determining attendance at the Court-Ordered Meeting. 

A member entitled to attend the Court-Ordered Meeting who does not receive a copy of the Scheme Document within 14 days of the date of this notice can obtain copies of same from the Registrar of A.G. Leventis, CardinalStone Registrars Limited, 358, Herbert Macaulay Way, Yaba, Lagos or on the Company's website at www.agleventis.com. 

 

Visit  A.G Leventis Nigeria Plc IR Page in Proshare MARKETS

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