Thursday, June 02, 2016 6:22PM /NSE
Notice Is Hereby Given that the Extra-Ordinary General Meeting of GlaxoSmithKline Consumer Nigeria PLC will be held at the Shell Nigeria Hall, MUSON Centre, 8/9 Marina, Onikan, Lagos, on Monday 4th July 2016 at 12:00 o'clock in the noon or so soon after, to transact the following business:
1. To approve the proposed sale of the Company's business of manufacturing, bottling, marketing, distributing and selling of the Ribena and Lucozade brands in Nigeria and all assets attached to or deployed in connection with the Business to Suntory Beverage & Food Nigeria Limited, a subsidiary of Suntory Beverage & Food Limited (the "Transaction").
2. Subject to the approval and Completion of the proposed Transaction, and the receipt of the purchase price, to pay a special dividend of N716million to shareholders of the Company, representing 60k per share, subject to the appropriate withholding tax deductions. The under-mentioned sub-joined resolutions will be proposed and if thought fit passed as an ordinary resolution at the meeting.
1. "The proposed sale of the Company's business of manufacturing, bottling, marketing, distributing and selling of the Ribena and Lucozade brands in Nigeria (the "Business") and all assets attached to or deployed in connection with the Business (the "Disposal") to Suntory Beverage & Food Nigeria Limited, a subsidiary of Suntory Beverage & Food Limited ("the Buyer") is hereby approved subject to obtaining all required regulatory approvals;
2. "The Board of Directors of the Company is hereby authorized to take all necessary steps and to do such other acts or things as may be necessary, supplementary, consequential or incidental to giving effect to the Disposal upon obtaining the relevant regulatory approvals; and Further, provided that if the above sub-joined resolutions are duly passed, the under-mentioned resolution will also be proposed and if thought fit passed as an ordinary resolution at the meeting:
3. Subject to the completion of the disposal and receipt of the purchase price, to pay a special dividend of N716million to shareholders of the Company, representing 60k per share, subject to the appropriate withholding tax deductions".
N O T E
Any member of the Company entitled to attend and vote at this Meeting is also entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. A proxy form is enclosed herewith. Proxy forms must be completed and deposited at the office of the Company's Registrars, GTL Registrars, 2, Burma Road, Apapa, Lagos, P.M.B. 12717, not later than 48 hours before the time of the meeting.
II. Payment Of Special Dividend
If the disposal is completed, the consideration received and the special dividend recommended is approved, dividend warrants will be posted on 7th September 2016 to holders of shares whose names appear in the Register of Members at close of business on the Completion Date (anticipated to be 31st August 2016, but in any case no later than 31st December 2016).
III. Closure Of The Register And Transfer Books
Notice is hereby given that the Register of Members and Transfer Books of the Company will be closed for the five business days prior to the Completion Date, (expected to be Wednesday 24th August to Tuesday 30th August 2016, anticipating Completion on 31st August 2016), both days inclusive for the purpose of qualifying for the special dividend.
IV. Securities Holders' Rights
Rule 19:12 of the Rule Book of the Nigerian Stock Exchange reserves the right of Shareholders and other holders of the Company's Securities to ask questions not only at the meeting but also in writing prior to the meeting. Such Shareholders or holders of other securities may submit to the office of the Company Secretary written memoranda of their questions, observations or concerns at least one week before the Extra-Ordinary General Meeting and forward copies to the relevant regulatory bodies.