UAC-PROP to Hold AGM on July 3, 2019

Proshare

Friday, May 31, 2019 09:50AM / NSE



Notice is hereby given that the Annual General Meeting of the Members of UACN Property Development Company PLC will be held at Arthur Mbanefo Hall, Golden Tulip Festac Hotel, Lagos State on Wednesday, July 3, 2019 at 10.00 o’clock in the forenoon in order to transact the following businesses:

 

Ordinary Business

  1. Lay before the Members, the Report of the Directors, the Consolidated Statement of Financial Position of the Company as at 31st December 2018, together with the Consolidated Statement of Comprehensive Income for the year ended on that date and the Reports of the Auditors and the Audit Committee thereon.
  2. Elect and re-elect Directors.
  3. Authorize the Directors to fix the remuneration of the Auditors.
  4. Elect members of the Audit Committee.

Special Business

  1. To fix the remuneration of the Directors.
  2. To consider and if thought fit, to pass the following, with or without modification, as a special resolution of the Company:

6.1.            “That the amount forming the authorised share capital of the Company be, and is  hereby increased from 1,750,000,000 to N9,300,000,000 by the creation of 15,100,000,000 ordinary shares of 50 kobo each (the “Additional Shares”), free and clear of any encumbrance.”

6.2.            “That clause 6 of the Memorandum of Association of the Company be amended to reflect the new authorized share capital”.

6.3.           “That the Company Secretary be and is hereby authorized and empowered in the name and on behalf of the Company to take, or cause to be taken, all action required to effect the increase and creation of the Additional Shares, including without limitation the preparation, execution and filing of all necessary notifications, forms and agreements with, and as required by the Corporate Affairs Commission.”

  1. To consider and if thought fit, to pass the following, with or without modification, as a special resolution of the Company:

7.1.            “That the directors be and are hereby authorised to raise whether by way of a public offering, rights issue or any other method(s) or combination of method(s) as the Board of Directors may deem fit, additional capital of up to &16,000,000,000 for the Company, through the issuance of shares, convertible or non-convertible securities, loan notes, bonds and or any other instrument(s), whether as a standalone transaction or by way of a programme, in such tranches, series or proportions, at such coupon or interest rates, within such maturity periods, at such dates and time and on such terms and conditions, including through a book building process or other process(es) all of which shall be as determined by the Board of Directors subject to the approval of the relevant regulatory authorities”

7.2.           “That the Directors of the Company be and are hereby authorized to apply any outstanding convertible loan, shareholder loan or loan facility due to any person from the Company towards payment for any shares subscribed for by such person under the capital raise.”

7.3.            “That any issued shares not taken up by the existing shareholders within the stipulated period be determined by Directors and offered for sale to interested shareholders of the Company”

7.4.           “That the Board of Directors be and are hereby authorized and empowered to do all things, including without limitation, the appointment of professional advisers, execution of all transactions documents, processing of all regulatory approvals to the issue to give effect to this resolution.”

  1. To consider and if thought fit, to pass the following, with or without modification, as a special resolution of the Company:

8.1.            “that the Company be and is hereby authorised to enter into a related party transaction with UAC of Nigeria PLC (“UACN”) (its parent company) and to accept the bridge finance of up to 816,000,000,000.00 (Sixteen Billion Naira) from UACN, the details of which are stated in the Annual Report; and

8.2.           that the Management of the Company and the Company Secretary be and are hereby authorised to take all steps to give effect to these resolutions.”

  1. To renew the general mandate for recurrent transactions with related parties.

 

Proxy

A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him/her and such a proxy need not be a member of the Company. A proxy form is enclosed and if it is to be valid for the purposes of the meeting, it must be completed and deposited at the Registered Office of the Company not less than 48 hours before the time of holding the meeting.

 

NOTES

Closure of Register and Transfer Books

The Register of Members and Transfer Books will be closed from Monday, June 17, 2019 to Friday, June 21, 2019 (both dates inclusive) to enable Registrars update the Register of members.

 

Audit Committee

The Audit Committee consists of three (3) shareholders and three Directors. Any member may nominate a shareholder as a member of the Committee by giving notice in writing of such nomination to the Company Secretary at least twenty-one days before the Annual General Meeting. Nominator should please submit a profile of their nominees to the Company Secretary for publication on the Company’s website for the information of all shareholders.

 

Right of Securities Holders to ask Questions

Securities’ holders have a right to ask questions not only at the meeting, but also in writing prior to the meeting and such questions must be submitted to the Company Secretary on or before 18" day of June, 2019.

 

List of Unclaimed Dividends

Shareholders are hereby informed that a sizeable quantity of share certificates and dividend warrants have been returned to the Registrars as unclaimed. Some dividend warrants have neither been presented to the Bank for payment nor to the Registrar for revalidation. Unclaimed dividends lists have been uploaded on the Company’s website. Affected members are by this notice please advised to contact the Registrars (Africa Prudential Plc) at their office at 220B, Ikorodu Road, Palmgrove, Lagos or call them on 01-4606460 during normal business hours to revalidate their dividend warrants and update their contact information.

 

e-Dividend/ Bonus

Notice is hereby given to all shareholders to open bank accounts, stock-broking accounts and CSCS accounts for the purpose of e-dividend/bonus. Forms are attached to the Annual report for completion by all shareholders to furnish the particulars of these accounts to the Registrar (Africa Prudential Plc) as soon as possible.

 

Record of Director’s attendance at Board Meetings

In accordance with section 258 (2) of the Companies and Allied Matters Act, Cap C20 LFN 2004, the record of Directors’ attendance at Board Meetings during the year will be available for inspection at this Annual General Meeting.

 

Directors Retiring By Rotation

In "accordance with the Articles of Association of the Company, Mr. Adekunle Awojobi and Mrs. Awuneba Ajumogobia are the Directors retiring by rotation at the meeting and being eligible  offer themselves for re-election. Mrs Folakemi Fadahunsi who was appointed to the Board since the last Annual General Meeting retires at this meeting and will be presented for election”.

 

Exclusion from Voting

Please note that representatives of UACN and all interested persons (the Board of Directors of UACN) shall abstain from exercising any voting rights on Resolution 8, pursuant to The Nigerian Stock Exchange’s Rules Governing Transactions with Related Parties and Interested Persons.


Related News

1.         UACN Property Development Company Plc 5-Year Bond Has Been Extended

2.         UAC-PROP Declares N1.83bn Loss in Q2 2018 Results,(SP:N1.91k)

3.         UAC-PROP declares N899.62m Loss in Q1 2018 Results,(SP:N2.58k)

4.         UAC-PROP declares N2.95bn loss in 2017 Audited Results,(SP:N3.00k)

5.         UAC-PROP declares N2.03 billion loss in Q3 2017 Results,(SP:N2.64k)

6.         UAC-PROP declares N2.06 billion Loss in Q2'17 Results,(SP:N2.93k)

7.         UAC-PROP declares N1.19 billion Loss in Q1 2017 Results,(SP:N1.80k)

8.         UAC-PROP declares N1.55 billion loss in 2016 Audited Results,(SP:N1.63k

 

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