MULTIVERSE Notifies of Annual General Meeting

Proshare

Monday, October 21, 2019 / 3:08 PM / NSE / Header Image Credit: Multiverseplc


NOTICE IS HEREBY GIVEN that the 16 Annual General Meeting of Multiverse Mining & Exploration PLC will take place at the Ace-Olivia, City Mall, 2nd Floor City Mall, Onikan, Lagos on Thursday 28th November 2019 at 11.00 a.m. to transact the following business:

Ordinary Business

1. To lay before the Meeting the Audited Financial Statements for the year ended

December 31, 2018 together with the Reports of the Directors, the Auditors and the Audit Committee thereon.

2. To elect/ re-elect Directors.

3. To authorise the Directors to fix the remuneration of the Auditors.

4. To elect the Shareholders' representatives on the Audit Committee.

Special Business

5. To consider and if deemed fit to pass the following resolutions:

A. To fix the remuneration of the Directors

B. That the issued share capital of the Company comprising 4,261,938,686 existing ordinary shares of 50k each be reconstituted into 426,193,868 shares of 50k each on the basis of one ordinary share for every ten existing ordinary shares, with such ordinary shares having the same rights and being subject to the same restrictions as the existing ordinary shares.

C. That the Directors be and are hereby authorized to raise additional equity capital for the Company up to the maximum limit of the authorized share capital, whether by way of Special Placement or Public Offer with or without a preferential allotment/or Rights issue or a combination of any of them, either locally or internationally and upon such terms and conditions as the Directors may deem fit in the interest of the Company and subject to the approval of the Regulatory Authorities.

D. That subject to the confirmation of the Court, the Company's Issued Share Capital(including for this purpose its Share Premium Account) be reduced by the sum of N2,518,213,000 which has been lost or is otherwise unrepresented by available assets and that the credit arising from the reduction be used to eliminate the retained loss in the Company's audited financial statements as at 31st December 2018.

E. That the Directors of the Company be authorised generally to do all acts and things, and to approve, sign and/or execute all documents which in their opinion may be necessary to implement the above resolutions including seeking the appropriate confirmation from the Federal High-Court.

F. That the Company's Memorandum and Articles of Association be amended to reflect

the changes in the capital structure.

G. That upon obtaining all requisite approvals for the proposed reconstitution of shares of the company, the existing share certificates in relation to the existing equity shares of the company each held in physical form shall be deemed to have been automatically surrendered and thereafter cancelled by the company and be of no effect and the Company may without requiring the surrender of the existing share certificates directly issue by electronic means the new share certificates of the company in lieu thereof.

Notes

Proxies

Only a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy in his/her stead. All valid instruments of proxy should be completed, stamped and deposited at the office of the Company's Registrars, Carnation Registrars Limited of 2A/2C Gbagada Expressway Anthony Village Lagos not less than 48 hours before the time fixed for the meeting.

Closure Of Register

The Register of members will be closed from St» November 2019 to 9t November 2019 (both days inclusive) to enable the Registrars to make necessary preparations for the Annual General Meeting.

Audit Committee

In accordance with Section 359(5) of the Companies & Allied Matters Act Cap C20 Laws of the Federation of Nigeria 2004, a shareholder may nominate another shareholder for appointment to the Audit and Compliance Committee. Such nomination should be in writing and reach the Company Secretary not less than 21 days before the Annual General Meeting. Kindly note that the provision of the Code of Corporate Governance issued by the Securities & Exchange Commission (SEC) stipulates that members of the statutory Audit Committee should have basic financial literacy and be knowledgeable in internal control processes.

In line with the above, nominations to the Statutory Audit Committee should be supported by the Curricula Vitae of the nominees in order to confirm eligibility.

Re-Election Of Directors

In accordance with the provisions of the Articles of Association, the director to retire by rotation at the 16th Annual General Meeting is Mr. John-Bede Anthonio. The retiring director, being eligible, have offered himself for re-election. The profile of the director retiring by rotation is available in the Annual Report.

 

Rights 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 must be submitted to the Company not later than 7 days to the date of the meeting,

 

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Table: Unaudited Q2 2018 Results

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