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Thursday, December 20, 2018 03:25PM / NSE
Notice is hereby given that an Extraordinary General
Meeting of eTranzact International Plc will hold at Colonades Hotel, 21, Alfred
Rewane Road, Ikoyi, Lagos State on Thursday, January 17, 2019, at 12:00 noon to
consider and if thought fit, pass the following special resolutions:
1.
That
pursuant to the provisions of the Companies and Allied Matters Act (CAMA), Cap
C20 Laws of the Federation of Nigeria 2004, the Investment and Securities Act,
2007 (ISA) and subject to the approval of the Securities and Exchange
Commission, and other relevant regulatory approvals:
a. The
Directors be and are hereby authorised to raise additional capital of up to
Seven Billion Naira (N7,000,000,000.00), through the issuance of any form of
equity instrument(s), whether by way of public offering, private placement,
rights issue, offer for subscription or other methods they deem fit, with or
without preferential allotments, either locally or internationally, at such
dates and on such terms and conditions as shall be determined by the Directors.
b. The
Directors be and are hereby authorised to consider as an alternative or in
addition to any of the methods in paragraph (a) above and if thought fit, to
raise the said amount through the issuance of convertible or non-convertible
loans, and/or any other instruments either as a standalone issue or by way of a
programme, in such tranches, series or proportions, at such coupon or interest
rates, within such maturity periods, and on such terms and conditions as may be
determined by the Directors, subject to obtaining the approvals of relevant
regulatory authorities.
c. In
the event of an under-subscription where additional capital is raised through
rights issue pursuant to paragraph (a) above, the members hereby waive their
pre-emptive rights to any unsubscribed shares under the rights issue and the
Directors be and are hereby authorised to issue such shares to interested
investors, as far as practicable and as they may deem fit.
d. In
the event of an over- subscription of shares or debenture stock in an issue to
the public, the Directors be and are hereby authorised to capitalize the excess
funds to the extent permitted by the relevant regulatory authorities and to
allot the additional shares or stock in a manner deemed fit by them, provided
that such allotment can be accommodated by the Company's then unissued share
capital.
e. The
Directors be and are hereby authorised to utilize the proceeds of the capital
raise towards such lawful purpose(s) of the Company as they may consider
appropriate.
2.
That
pursuant to Section 102 of the Companies and Allied Matters Act (CAMA), Cap C20
Laws of the Federation of Nigeria, 2004 and the Directors having so
recommended:
“The Authorised Share Capital of the Company be and is
hereby increased from Two Billion, One Hundred Million Naira
(N2,100,000,000.00) divided into Four Billion, Two Hundred Million
(4,200,000,000) Ordinary shares of Fifty Kobo (No.5ok) each to Nine Billion,
One Hundred Million Naira (N9,100,000,000.00) divided into Eighteen Billion,
Two Hundred Million (18,200,000,000) Ordinary shares of Fifty Kobo (No.5ok.),
each by the creation of additional Fourteen Billion, (14,000,000,000) Ordinary
shares of Fifty Kobo (NO.5ok) each, such new shares ranking pari passu in all
respects with the existing ordinary shares in the share capital of the
Company.”
3.
That
pursuant to Section 45(4) of the Companies and Allied Matters Act (CAMA), Cap
C20 Laws of the Federation of Nigeria 2004, Clause 6 of the Company's
Memorandum of Association be amended to reflect the new authorised share
capital of the Company.
4.
That
the Directors be and are hereby authorised to do all acts and things and to
approve, sign and/or execute all documents, appoint such professional parties
and advisers, seek approvals and comply with the directives of the relevant
regulatory authorities, perform all such other acts and do 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 the members or
otherwise to the end and intent that they shall be deemed to have given
approval thereto expressly by the authority of the above resolutions.
5.
That
all acts carried out by the Directors and Management of the Company in
connection with the above, be and are hereby approved and ratified.
PROXY
A member entitled to attend and vote at the
Extraordinary General Meeting may appoint a proxy to attend and vote in his/her
stead. A proxy need not be a member of the Company. A form of proxy is attached
to this notice. To be valid, a completed and duly executed proxy form must be
deposited at the office of the Registrars, Meristem Registrars Limited, 213,
Herbert Macaulay Way, Yaba, Lagos or the office of the Company Secretary, PAC
Solicitors, 16, Kofo Abayomi Street, Victoria Island, Lagos, not later than 48
hours before the time fixed for the meeting.
Related News
1. ETRANZACT declares N705.890m Loss in Q3 2018
Result,(SP:N3.95k)
2. ETRANZACT Declares
N208.43m Loss in Q2 2018 Results,(SP:N3.95k)
3. ETRANZACT to Hold
its 14th Annual General Meeting on Thursday 30 August, 2018
4. ETRANZACT Deepens Financial Inclusion Through
CBN-Funded SANEF Initiative
5.
ETRANZACT
declares N62.13m PAT in Q1 2018 Result, (SP:N4.75k)
6.
eTranzact International Plc Makes Changes to the
Company’s Management Team