Friday, November 1, 2019 / 3:49 PM / NSE / Header Image Credit: Leadership Newspaper
Notice is hereby given that by an order of the Federal High Court, sitting in Lagos (hereinafter called "the Court") dated the 17th day of October 2019 made under the hand of the Honourable Justice A.M. Limanin the above matter, the Court has directed that a meeting of the holders of the fully paid-up ordinary shares of Cement Company of Northern Nigeria Plc ("CCNN") be convened and held for the purpose of considering and if thought fit, approving (with or without modification) a scheme of arrangement between CCNN and the holders of its fully paid-up ordinary shares (the "Scheme of Arrangement"). The Scheme of Arrangement is explained in detail in the Explanatory Statement on pages 3 to 3 of the Scheme Document enclosed herewith.
The meeting will be held at Transcorp Hilton Hotel, 1 Aguiyi lronsi Street, Maitama, Abuja or any other venue approved by the Board of Directors on the 4th of December 2019 at 11am, or so soon thereafter, at which place and time all the aforesaid shareholders are requested to attend. Registration of shareholders will commence three (3) hours before the scheduled time of the meeting.
At the meeting, the following sub-joined resolutions will be proposed and if thought fit passed as special resolutions of CCNN:
1. "The proposed merger of CCNN with Obu Cement Company Plc by which CCNN shall transfer all of its assets, liabilities, licenses and undertakings, including real property and intellectual property rights without any further act or deed to Obu Cement in consideration for the issuance of 13,143,500,966 (Thirteen Billion, One Hundred and Forty-Three Million, Five Hundred Thousand and Nine Hundred and Sixty Six) Obu Cement shares to CCNN's shareholders upon the terms and subject set out in the Scheme of Arrangement, dated 2nd September 2019, a printed copy of which has been submitted to the meeting and, for the purposes of identification subscribed by the Chairman, and the Board of Directors be and is hereby approved,"
2. "The Directors be and are hereby authorised to consent to any modifications of the Scheme of Arrangement that the Securities and Exchange Commission, Federal Competition and Consumer Protection Commission or the Federal High Court, may think fit to impose and approve;"
3. "The entire share capital of CCNN be and is hereby cancelled;"
4. "The solicitors of CCNN seek an order or orders from the Court vesting all assets, liabilities, licenses, undertakings, including real properties, intellectual property rights and contracts of CCNN in Obu Cement Company Plc without any further act or deed;"
5. "All pending legal proceedings and claims instituted by or against CCNN be continued by or against the Obu Cement Company Pic after the date the Scheme of Arrangement becomes effective under the terms of section 539 of the Companies and Allied Matters Act 1990;
6. "The Board of Directors of CCNN be and is hereby authorised to take the actions required to bring effect to the Scheme of Arrangement,"
7. "The Nigerian Stock Exchange (The "NSE") and the Central Securities Clearing System Plc (the "CSCS") shall be notified and requested to terminate trading in the shares with effect from the Terminal Date and no trading or transfer of CCNN's shares shall be registered after that date;"
8 "CCNN's shares shall be delisted from The NSE on the Terminal Date and following that date, all the share certificates representing the interests of the shareholders and in the case of dematerialised share certificates, all the shares of CCNN that were lodged with the CSCS shall cease to be valid or to have any value; "
9. "1 (One) Scheme Share shall be issued and allotted and credited as fully paid to the shareholders of CCNN for every 1 (One) ordinary share of 50 kobo held in CCNN as at the Terminal Date;"
10. "CCNN be dissolved without being wound up; and"
11. "Obu Cement Company Plc shall enter the names of the shareholders of CCNN as at the Terminal Date in its register of members. The respective CSCS accounts of the relevant shareholders of CCNN as at the Terminal Date shall be credited with the Scheme Shares due to them."
By the said Order, the Court has appointed the Chairman of the Board of Directors, Alhaji Abdulsamad Rabiu, or failing him, Alhaji Kabiru Rabiu, a director of CCNN or failing them both, any other director appointed in their stead by the shareholders present at the meeting to act as Chairman of the said meeting and has directed the Chairman of the meeting to report the results thereof to the Court.
Voting at the meeting in respect of the Scheme, will be by poll. Shareholders may vote in person or they may appoint a proxy, whether a shareholder or not, to attend and vote in their stead.
A Proxy Form is being sent to each shareholder. In the case of joint holders, 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 in the register of members of CCNN.
It is requested that the executed Proxy Form be lodged at the office of the Registrars, as shown on the Proxy Form, not less than 24 hours before the time appointed for the 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, if you attend the meeting in person, your proxy will not be entitled to attend or vote.
The said Scheme of Arrangement will be subject to the subsequent approval of the Securities and Exchange Commission and the sanction of the Court.
Closure of Register of Members: The register of members will be closed on 25 November 2019 for the purpose of attendance at the court-ordered meeting. Changes to, or entries in, the register of members of CCNN after, that date and time shall be disregarded for purposes of the meeting.
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