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Tuesday,
October 29, 2019 / 6:45 PM / NSE / Header Image Credit: Business Today
Notice is hereby given that an Extra-Ordinary
General Meeting of the Members of Consolidated
Hallmark Insurance Plc
will be held on Thursday, November 21, 2019 at 11.00am prompt at The Providence
By Mantis Hotel, 12A, Oba Akinjobi Way, GRA, Ikeja, Lagos to transact the
following business:
Special Business
To consider and if thought fit to pass with
or without modifications the following as special resolutions:
A.
That the Company's authorised share capital be
and is hereby increased from N7,500,000,000 divided into 15,000,000,000
Ordinary shares of 50Kobo each to N10,000,000,000 divided into 20,000,000,000
Ordinary shares of 50Kobo each with the creation of additional 5,000,000,000
Ordinary shares of 50Kobo each.
B.
That the Company's Memorandum and Articles of
Association be amended as follows:
C.
By
amending Clause 6 of the Memorandum of Association to read that “The Capital of
the Company is N10,000,000,000.00 (Ten Billion Naira Only) divided into
20,000,000,000.00 (Twenty Billion) Ordinary shares of 50Kobo each with power to
increase and with power from time to time to issue any shares of any new
capital with preference or priority in the payment of dividends or distribution
of assets or otherwise over any other shares whether ordinary or preference or
whether issued or not and to vary the regulations of the Company as far as
necessary to give effect to any such preference or priority.
D.
That the Directors be and are hereby authorised
to raise additional capital of up to N41,117,875,000 (One Billion, One Hundred
and Seventeen Million, Eight Hundred and Seventy Five Thousand Naira Only)
through a Rights Issue of 2,032,500,000 (Two Billion And Thirty Two Million
Five Hundred Thousand) units in the ratio of 1:4 at NO0.55 per share, on such
terms and conditions and on such dates as may be determined by the Directors,
subject to obtaining the approvals of the relevant regulatory authorities.
E.
That the Directors be and are hereby authorized
to raise, whether by way of private/public, special offering, rights issue or a
combination or any other method(s) they deem fit, additional capital of up to
N4,500,000,000 (Four Billion Five Hundred Million Naira Only) or its equivalent
whether locally or internationally or a combination of both, through the issuance
of shares, long term debt, preference shares (redeemable or irredeemable),
convertible and non-convertible securities or depository receipts or any other
instrument(s), whether as a standalone transaction, or a combination which may
be determined by the Directors for such consideration and upon such terms and
conditions as the Directors may deem fit; subject to obtaining the approvals of
relevant regulatory authorities.
F.
That the Directors are hereby authorized to
commence discussion on possible Mergers and Acquisition as the Directors may
deem fit; subject to obtaining the approvals of Shareholders and relevant
regulatory authorities.
G.
That the Directors be and are hereby authorized
to do all acts and things and to approve, sign and/or execute all documents,
appoint such professional parties and advisers, perform all such other things
as may be necessary to give effect to the above resolutions including without
limitation, complying with the directives of any regulatory authority.
H.
That all acts carried out by the Directors and
Management of the Company hitherto in connection with the above resolutions be
and are hereby ratified.
Proxy:
A member of the Company entitled to attend
and vote at the meeting is entitled to appoint a proxy to attend and vote
instead of him/her. A proxy need not be a member of the Company. Executed form
of proxy should be deposited at the Registered Office of the Company being 266
Ikorodu Road, Obanikoro, Lagos, not less than 48 hours before the time of
holding the meeting. To be effective the proxy form should be duly stamped and
signed by the Commissioner for Stamp Duties.
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 may be submitted to the Company at 266 Ikorodu Road, Obanikoro,
Lagos on or before Thursday, November 14, 2019.
Graph - One Year Share Price Movement
Table: Q2 2019
Unaudited Results
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