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.
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.