July 19, 2019 /05:40PM / by NSE
Notice is hereby given that by an Order of the Federal High Court dated 5th July, 2019, made in the above matter, the Court has directed that a meeting of the holders (“the Shareholders”) of the fully paid ordinary shares of Lafarge Africa Plc (“the Company”) be convened and held for the purpose of considering and, if thought fit, approving (with or without modification) a Scheme of Arrangement between Lafarge ReadyMix Nigeria Limited and the Company (“the Scheme“ or “Scheme of Arrangement”).
The Scheme is explained in detail in the Explanatory Statement of the Scheme contained in pages 12 to 16 of the Scheme Document which forms part of this Notice.
The meeting will be held at the Grand Banquet Hall of the Civic Center, Ozumba Mbadiwe Road, Victoria Island, Lagos on 22 July 2019 at 9 a.m., at which place and time all the Shareholders are requested to attend. At the meeting, the following sub-joined resolutions will be proposed and, if thought fit, passed as a resolution of the Shareholders of the Company:
Copies of the Scheme Document containing details of the Scheme have been made available to the Shareholders of the Company. The said Scheme will be subject to the no objection of the Securities and Exchange Commission and to the sanction of the Court.
By the Order of the Court convening the meeting, the Court has appointed Mr. Mobolaji Oludamilola Balogun (Chairman) or failing him, Mr. Michel Puchercos (Group Managing Director/Chief Executive Officer), or failing them both, any other director so appointed in their stead, to act as Chairman of the said meeting and has directed the Chairman to report the results thereof to the Court. Voting at the Meeting will be by poll. The statutory majority required at the meeting is a majority representing not less than three-quarters in value of the Ordinary Shares of members present and voting in person or by proxy.
Shareholders may vote in person or they may appoint another person, whether a shareholder or not, to act as proxy and to attend and vote in their stead.
A Proxy Form is enclosed in the Scheme document. In the case of joint shareholders, 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 the Company, in respect of the joint shareholding.
It is requested that the executed and stamped forms of proxy be lodged at the office of the Registrar as shown on the Form of Proxy not later 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, in such instances, your proxy will no longer be entitled to attend or vote.
Closure of Register of Members
The register of members will be closed from Monday, June 24 2019 to Friday, June 28 2019 (both dates inclusive) for the purpose of determining attendance at the Court-Ordered meeting.
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Graph 1: Lafarge Africa – One Year Share Price Movement
Table: Unaudited Q1 2019 Results