Tuesday, November 27, 2018 12:10PM / NSE
Notice is hereby given that an Extra-Ordinary General Meeting of the Members of Consolidated Hallmark Insurance Plc will be held on 28th November 2018 at 11.0oam prompt at Westwood Hotel, 22 Awolowo Road, Ikoyi, Lagos to transact the following business:
To consider and if thought fit to pass with or without modifications the following as special resolution:
(a) That the Company's authorized share capital be and is hereby increased from N5,000,000,000 divided into 10,000,000,000 Ordinary shares of 5OKobo each to N7,500,000,000 divided into 15,000,000,000 Ordinary shares of 5oKobo each with the creation of additional 5,000,000,000 Ordinary shares of 5oKobo each.
(b) That the Company’s Memorandum and Articles of Association be amended as follows:
By amending Clause 6 of the Memorandum of Association to read that ”The Capital of the Company is N7,500,000,000 (Seven Billion Five Hundred Million N aira Only) divided into 15,000,000,000 (Fifteen Billion) Ordinary shares of 5OKobo each with power to increase and with power from time to time to issue any shares of any new capital with preference or priority in the payment of dividends or distribution of assets or otherwise over any other shares whether ordinary or preference or whether issued or not and to vary the regulations of the Company as far as necessary to give effect to any such preference or priority.
(c) That the Directors be and are hereby authorized, subject to securing all regulatory and statutory approvals, to allot 1,130,000,000 units of Ordinary shares of 5OKobo each at 930.65 per share through a private placement and to take all such incidental, consequential and supplemental actions thereto and to execute all requisite documents as are necessary to give effect to this resolution.
(d) That the shares proposed to be issued pursuant to the above resolution and the rights attaching thereto shall rank at least pari passu with the ordinary shares held by the existing members of the Company.
(e) That the Directors be and are hereby authorized to do all acts and things and to approve, sign and/ or execute all documents, seek approvals from the relevant regulatory authorities, appoint such professional parties and advisers, finalize and execute all agreements or documents and perform all such other things as may be necessary to give effect to the above resolutions without being required to seek any further consent or approval of members of the Company or otherwise to the end and intent that they shall be deemed to have given approval thereto expressly by the authority of this resolution.
(f) That all acts carried out by the Directors and Management of the Company hitherto in connection with the above resolutions be and are hereby ratified subject to any required regulatory approval.
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