Friday, December 8, 2017 / 3:55PM /NSE
Notice is hereby
given that by an order of the Federal High
Court, sitting at Lagos (hereinafter called “the Court") dated the 5th day
of December 2017 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
Seven-Up Bottling Company Plc (hereinafter called “SBC” or “the Company”) be
convened for the purpose of considering and if thought fit, approving (with or
without modification) a Scheme of Arrangement between SevenUp Bottling Company
Plc and the holders of its fully paid ordinary shares (the “Scheme”). The Scheme is explained in detail in the Explanatory Statement
on Pages 12 to 16 of the Scheme Document.
The Meeting will be held on the 11th day of
January 2018 at the Grand Ball Room, Eko Hotel & Suites, 1415 Adetokunbo
Ademola Street, Victoria Island, Lagos at 10.00am, 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 Sections 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 5th day of December 2017 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. 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
transferred to Affelka, Sparkplexi or any other nominee of Affelka.
(ii) Holders of the Scheme Shares be paid a cash consideration
(as defined in the Scheme Document) by Affelka and/or Sparkplexi, a wholly
owned subsidiary of Affelka for the transfer of the said Scheme Shares.
2. That as consideration
for the transfer of the Scheme Shares, each Holder of the Scheme Shares shall
receive N112.70 per share
3. That the Board of
Directors of Seven-Up Bottling Company Plc be and are hereby authorized to take
all necessary steps and to consent to any modification of the Scheme of
Arrangement that the Court shall deem fit to impose or approve.
By the said Order, the Court has appointed the
Chairman of the Board of Directors, Mr. Faysal El-Khalil, O.O.N, or failing
him, any other director appointed in his 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 another person, whether a shareholder or not to attend and vote in
In compliance with the requirements of The
Nigerian Stock Exchange, Affelka S.A, the majority shareholder in SBC, has
informed SBC that it, its nominee, associate, related party, or other party
acting in concert, will not exercise its right of voting at the Court-Ordered
Meeting. Thus, Affelka S.A. will not be voting at the Court-Ordered Meeting.
In addition to the questions that shareholders
can ask at the Meeting, the Shareholders may submit questions on the Scheme of
the 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
Tuesday 9th of January, 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 Seven-Up Bottling Company 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
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
The Scheme of Arrangement will be subject to the
subsequent approval of the Court.
Closure of Register of Members
The register of members will be closed from
December 8, 2017 to December 14, 2017 (both dates inclusive) for the purpose of
determining attendance at the Court-Ordered meeting.
Scheme Of Arrangement Here