7up Plc Announces the Outcome of Its Court Ordered Meeting

Proshare

Monday, February 12, 2018 /1:10 PM / NSE 

UPON THIS PETITION dated and filed on the 8th day of February 2018 coming before the Honorable Court and praying for the following orders:
 


1.      That the Scheme of Arrangement (annexed to the Affidavit filed by the Petitioner in support hereof) set out at pages 19 to 22 of the Scheme Document, with the modification to the Scheme consideration as approved by the shareholders at the Court-ordered meeting, be sanctioned by this Honorable Court so as to be binding on the Company and holders of the ordinary shares in the capital of the Company; 

2.    
In consequence of such sanction, that this Honourable Court make the following orders to carry the Scheme into effect: 
a. That the Scheme Shares (as defined in the Scheme) be transferred to Affelka, Sparkplexi or any other nominee of Affelka. 

b. The holders of the Scheme Shares be paid a cash consideration (as modified at the Court-ordered meeting to N125.00 per share) by Affelka and /or Sparkplexi, a wholly-owned subsidiary of Affelka for the transfer of the said Scheme Shares.
 

c. Forthwith and contingently upon the action referred to in Clause (a) and (b) taking effect:
       a.        Any share certificates representing the interests of the holders of the Scheme Shares shall cease to be valid; 

    b.    
Scheme Shares previously held in dematerialized form shall be expunged from the respective record of the Company's shareholders maintained by the Central Securities Clearing System (CSCS). 

d. That upon the Scheme becoming effective, the ordinary shares of the Petitioner be delisted from the Daily Official List of The Nigerian Stock Exchange; or
 

e. Such incidental, consequential and/or supplemental orders as are necessary to ensure that the Scheme be fully and effectively implemented.
 

And Upon Reading
the affidavit in support sworn to by Sunil Sawhney, Male, Indian, of 247 Moshood Abiola Way, Ijora, Lagos. And the exhibits attached thereto market Exhibit "A-H". 

And After Hearing
Ngozi Efobi Esq counsel for the Petitioner move in terms of the motion paper. 

And the Court
, having carefully considered the application
 

It is Hereby Ordered As Follows:

1. That the Scheme of Arrangement ("Scheme") under Section 539 of the Companies and Allied Matters Act Chapter C20 Laws of the Federation of Nigeria 2004 between Seven-Up Bottling Company Plc ("Petitioner") and the holders of the ordinary shares of its share capital in the form and context specified in the Scheme Document annexed to the 4b Affidavit filed on behalf of the Petitioner in support of this Petition and in the manner modified by the shareholders at the court-ordered meeting is hereby sanctioned 

2. That an order is granted in consequence of such sanction, to carry the Scheme into effect:
 

a)     That the Scheme Shares (as defined in the Scheme) be transferred to Affelka, Sparkplexi or any other nominee of Affelka. 

b)      The holders of the Scheme Shares be paid a cash consideration (as modified at the Court-ordered meeting to N125.00 per share) by Affelka and/or Sparkplexi, a wholly-owned subsidiary of Affelka for the transfer of the said Scheme Shares. 

c)       Forthwith and contingently upon the action referred to in Clause (a) and (b) taking effect:
 
    i.     Any share certificates representing the interests of the holders of the Scheme Shares shall cease to be valid;
 

   ii.       Scheme Shares previously held in dematerialized form shall be expunged  from the respective record of the Company's shareholders maintained by the Central Securities Clearing System (CSCS). 

That upon the Scheme becoming effective, the ordinary shares of the Petitioner be de-Listed from the Daily Official List of The Nigerian Stock Exchange; or
 

b. Such incidental, consequential and/or supplemental orders as are necessary to ensure that the Scheme be fully and effectively implemented.
 

Issued at Lagos
, under the seal of the Court and the Hand of the Presiding Judge this 8th day of February, 201 8. 

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