Wednesday, August 7, 2019, 03:20PM /NSE / Header Image Credit: Lafarge Africa Plc
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”).
Following the adjournment of the court-ordered meeting by the Company on 22 July 2019 to a later date as the board of directors may determine, the directors have, by virtue of a board resolution dated 22 July 2019, resolved that the adjourned court-ordered meeting shall now hold at 10:00am on 23 August 2019.
The Scheme is explained in detail in the Explanatory Statement of the Scheme contained in pages 12 to 16 of the Scheme Document. The proposed completion timelines set out on page 5 of the Scheme Document will be duly adjusted accordingly by the Company and its advisers as a result of the adjournment of the court-ordered meeting.
The adjourned meeting will be held at the Grand Banquet Hall of the Civic Center, Ozumba Mbadiwe Road, Victoria Island, Lagos on 23 August 2019 at 10:00 a.m., at which place and time all the Shareholders are requested to attend. At the adjourned meeting, the following sub-joined resolutions will be proposed and, if thought fit, passed as a resolution of the shareholders of the Company:
i. “the Scheme of Arrangement between Lafarge ReadyMix Nigeria Limited and the Company dated 5 July, 2019, a printed copy of which has been submitted to the meeting and, for the purposes of identification, endorsed by the Chairman, be and is hereby approved; and that the Directors of the Company be and are hereby authorised to consent to any modification of the Scheme that the Securities and Exchange Commission (“SEC”) and/or the Court shall deem fit to impose and approve.
ii. an order of the Court be obtained that all the assets, liabilities and undertakings, including real property, any deferred tax and intellectual property rights of Lafarge ReadyMix Nigeria Limited be transferred to and vested in Lafarge Africa Plc without any further act or deed by the parties;
iii. all legal proceedings, claims and litigation, pending or contemplated by or against Lafarge ReadyMix Nigeria Limited be continued by or against Lafarge Africa Plc after the Scheme is sanctioned by the Court;
iv. all debts owed by Lafarge ReadyMix Nigeria Limited to Lafarge Africa Plc shall be cancelled and extinguished without
v. the entire share capital of Lafarge ReadyMix Nigeria Limited be cancelled and the company be dissolved without being wound up;
vi. the Solicitors of the Company be directed to seek orders of the Court sanctioning the Scheme and the foregoing resolutions, as well as such incidental, consequential and supplemental orders as are necessary or required to give full effect to the Scheme;
vii. the Board of Directors of the Company be and is hereby authorised to take such actions as may be necessary to give full effect to the Scheme; and
viii. Lafarge Africa Plc will be the resultant entity from the Effective Date of the Scheme.”
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 said Order, 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.
Either the new Proxy Form or the Proxy Form for the court-ordered meeting earlier scheduled for 22nd July 2019 may be used for the adjourned court-ordered meeting. 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, 5th August 2019 to Friday, 9th August 2019 (both dates inclusive) for the purpose of determining attendance at the Court-Ordered meeting.
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