Notice is hereby given that by an order of the Federal High Court, sitting at Lagos (hereinafter called the Court") dated the 23rd day of November, 2018 made in the above matter, the Court has directed that a meeting (”the Meeting") of the holders of the fully paid up ordinary shares of Continental Reinsurance Plc. (hereinafter called ”CRe Nigeria” or ” the Company”) be convened for the purpose of considering and if thought fit, approving (with or without modification) a scheme of arrangement between the Company and the holders of its fully paid ordinary shares (”the Scheme”). The Scheme is explained in detail in the Explanatory Statement on Pages 14 to 19 of the Scheme Document.
The Meeting will be held on the 2oth day of December 2018 at the Victoria Crown Plaza Hotel, 2923 Ajose Adeogun Street, Victoria Island, Lagos at 10:0oam, at which place and time all the aforesaid shareholders are requested to attend.
Copies of the Scheme and the Explanatory Statement required to be furnished pursuant to Section 539&540 of CAMA are enclosed herewith.
At the meeting, the following sub-joined resolutions will be proposed and if thought fit, passed as a special resolution of the Company:
1. That the Scheme of Arrangement dated the 23rd day of November 2018 be and is hereby approved and that the Directors be and are hereby authorized to consent to any modification of the Scheme of Arrangement that the Federal High Court shall deem fit to impose or approve.
2. 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 Holders of its Ordinary Shares and/or approved or imposed by the Court:
(i) The Scheme Shares (as defined in the Scheme Document) be exchanged for CRe' African Investment’s ltd shares.
(ii) Holders of the Scheme Shares who do not wish to exchange their shares be paid a cash consideration (as defined in the Scheme Document) by CRe African Investments Ltd.
(iii) Forthwith and contingent upon the action referred to in clause 2 (i) above taking effect, the Directors of CRe Nigeria be authorised to appoint a nominee company for the purpose of aggregating and representing the Holders of Scheme Shares in CRe African Investments Ltd.
(iv) The appointed nominee company shall aggregate and represent the beneficial interest in CRe African Investments Ltd of the Holders of Scheme Shares who hold less than 3% of the total Scheme Shares each and opt to receive the Share Consideration.
(v) The appointed nominee company shall be the shareholder of record in CRe African Investments Ltd.
3. That as consideration for the exchange of the Scheme Shares, each Holder of the Scheme Shares shall receive either:
4. That the Board of Directors of CRe Nigeria be and is hereby authorized to take all necessary steps as the Board deems fit and to consent to any modification of the Scheme of Arrangement that the Court shall deem fit to impose or approve.
Shareholders may vote in person or they may appoint another person, whether a shareholder or not to attend and vote in their stead.
In addition to the questions that Shareholders can ask at the Meeting, the Shareholders may submit questions on the Scheme of Arrangement to the Company prior to the date of the Meeting. All such questions must be submitted to the Company Secretary on or before 5pm on Wednesday 19th of December 2018.
A form of proxy applicable for the meeting is enclosed herewith. 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 the names stand on the register of members of Continental Reinsurance Plc.
It is requested that the executed Proxy Form be lodged at the office of the Registrar, as shown on the Proxy Form, not less than 24 (twenty-four) hours before the time appointed for the Court-Ordered Meeting.
Please note that the lodging of a Proxy Form does not prevent you from attending the meeting and voting in person should you so wish. However, in such instances, your proxy will not be entitled to attend or vote.
The Scheme of Arrangement will be subject to the subsequent sanction of the Court.
Closure of Register of Members
The register of members will be closed from November 28, 2018 to November 29, 2018 (both dates inclusive) for the purpose of determining; the distribution of the Scheme Document.
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