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Court Ordered Meeting on 7UP Directed


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 

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 their stead.

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 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 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.

Download Scheme Of Arrangement Here

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