NOTORE Notifies of Annual General Meeting

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Thursday, March 5, 2020 / 11:30 AM / NSE / Header Image Credit: Notore


Notice is hereby given that the Sixth Annual General Meeting of Notore Chemical Industries Plc. (the "Company"), will hold at the Staff Canteen, Notore Industrial Complex, Onne, Rivers State on Thursday, 26th March, 2020 at 11.00am prompt, to transact the following business:


Ordinary Business:

A. To receive and consider the Audited Financial Statements of the Company and of the Group for the year ended 30th September 2019, together with the Reports of the Directors, Auditors and Statutory Audit Committee thereon.

B. To re-appoint PricewaterhouseCoopers ("PwC"), the Company's External Auditors and to authorize the Directors of the Company to fix the remuneration of the External Auditors.

C.  To ratify the appointment of the following as Non-Executive Directors of the Company:

(i) Mr. Tseyi Hammond

(ii) Mr. Ovie Ukiri

D. To re-elect the following Directors who in accordance with Section 259(2) of the Companies and Allied Matters Act (CAMA), Cap. C20, Laws of the Federation of Nigeria, 2004 are retiring by rotation, but are eligible and have offered themselves for re-election:

(i) Mr. Ikeme Osakwe

(ii) Mr. Hassan Badrawi

(iii) Mr. Mike Jansa

The profiles of the above mentioned Directors for re-election are available in the Annual Report and on the Company's website.

E.  To re-elect by special notice, Gen. (Dr) Yakubu Gowon, GCFR who is over 70 years and eligible for re-election pursuant to Section 256 of CAMA.

F.  To elect members of the Statutory Audit Committee.

 

Special Business:

To consider, and if approved, to pass, with or without modification, the following Resolutions:


1.      Resolution 1: Increase in the Authorised Share Capital

That the Company hereby approves the following as an Ordinary Resolution:

1.1       That the Company hereby authorizes the increase in the Authorized Share Capital of the Company from the sum of One Billion Naira (N1,000,000,000) to the sum of One Billion, Five Hundred Million Naira (N1,500,000,000) by the creation and addition thereto of One Billion (1,000,000,000) Ordinary Shares of Fifty Kobo (N0.50k) each, such shares to rank pari pasu in all respects with the existing shares in the capital of the Company.

1.2      That the Company Secretary be and is hereby authorised to perform all such acts as are necessary to give effect to the above-listed resolution, including filing and certifying the requisite forms and returns at the Corporate Affairs Commission.


2.     Resolution 2: Approval of Amendment of Memorandum and Articles of Association of the Company

That the Company hereby approves the following sub-joined Resolutions as a Special Resolution:

2.1           That the Memorandum of Association of the Company be and is hereby amended to reflect the new Authorised Share Capital of the Company of One Billion, Five Hundred Million Naira (N1,500,000,000) divided into Three Billion (3,000,000,000) Ordinary Shares of N0.50k each. Clause 6 of the Memorandum of Association of the Company be and is hereby amended to read as follows: "The Authorised Share Capital of the Company is N1,500,000,000 (One Billion, Five Hundred Million Naira) divided into 3,000,000,000 (Three Billion) Ordinary Shares of N0.50k each."

2.2     That subject to obtaining requisite approvals, Clause 1 of the Articles of Association of the Company be and is hereby amended to read as follows: "Subject as hereinafter provided, the regulations contained in Part 1 of Table A in the First Schedule to the Companies and Allied Matters Act, Cap C.20, Laws of the Federation of Nigeria 2004, shall apply to the Company."

2.3    That the Company Secretary be and is hereby authorised to perform all such acts as are necessary to give effect to the above-listed resolution, including filing and certifying the requisite forms and returns at the Corporate Affairs Commission.

3.     Resolution 3: Capital Raise

That the Company hereby approves the following sub-joined Resolutions as a Special Resolution:

3.1   That subject to obtaining relevant regulatory approvals, the Directors be and are hereby authorised to raise whether by way of a public offering, rights issue or any other method(s) or combination of methods as the Board may deem fit, additional capital of up to N40,000,000,000 (Forty Billion Naira) through the issuance of shares, convertible or nonconvertible securities, loan notes, bonds and/or any other instruments, whether as a standalone transaction or under a programme, and in such tranches and on such terms and conditions, including a book building or other process, as may be determined by the Board of Directors.
3.2    That the Directors of the Company be and are hereby authorised to apply any outstanding convertible loan, shareholder loan or loan facility due to any person from the Company towards the payment for any shares subscribed for by such person under the capital raise.
3.3   That where the Directors deem fit, the rights issue or any other capital raise may be underwritten on such terms and conditions as the Directors may approve.
3.4      That, in the event that the Company raises the additional capital by way of a rights issue, any shares not taken up by the existing Shareholders within the stipulated period, be determined and offered to interested Shareholders of the Company and where the rights issue is underwritten, the Shareholders also waive their pre-emptive rights to enable the Underwriter(s) take up any unsubscribed shares.
3.5     That the Board of Directors be and are hereby authorised and empowered to do all things, including without limitation, the appointment of professional advisers, execution of agreements and all other transaction documents; and the processing of all regulatory approvals required, to give effect to these resolutions. The Board of Directors may authorize the management of the Company to perform any of its functions herein.
3.1    That all acts hitherto carried out by the Directors of the Company or on their behalf in connection with the above, be and are hereby ratified.

 

Notes:

A.    Closure of Register of Members

The Register of Members will be closed on March 18th, 2019 in accordance with the provisions of Section 89 of the Companies and Allied Matters Act, Cap. C20, Laws of the Federation of Nigeria, 2004.


B.    E-Annual Report

The electronic version of the Annual Report ("Annual Report") is available at www.notore.com. Shareholders who have provided their email addresses to the Registrars will receive the electronic version of the Annual Report via email. Furthermore, Shareholders who are interested in receiving the electronic version of the Annual Report are kindly required to request same from the Registrars.


C.    Voting and Proxies

On a show of hands, every member present in person or by proxy shall have one vote, and on a poll, every member shall have one vote for each share of which he is the holder. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend, speak and vote instead of that member. A proxy need not be a member of the Company. Registered Shareholders who are unable to attend the Meeting and who wish to be represented at the Meeting, must complete and return the attached form of proxy in accordance with the instructions contained in the form, to the Registrars, DataMax Registrars Limited at 2C, Gbagada Expressway, Anthony Oke Bus Stop, (by Beko Ransome Kuti Park), Shomolu, Lagos, not less than forty-eight (48) hours before the time fixed for the Meeting.


D.   Statutory Audit Committee

In accordance with Section 359(5) of CAMA, any Shareholder may nominate a Shareholder for appointment to the Audit Committee. Such nomination should be in writing and should reach the Company Secretary at least twenty-one (21) days before the Annual General Meeting. Kindly note that the provision of the Nigerian Code of Corporate Governance issued by the Financial Reporting Council of Nigeria, 2018 indicate that some of the members of the Statutory Audit Committee should have financial literacy and be knowledgeable in internal control process.

In view of the foregoing, nomination to the Statutory Audit Committee should be supported by the curriculum vitae of the nominees.


E.    Ratification of the Appointment of Mr. Tseyi Hammond and Mr. Ovie Ukiri

Mr. Tseyi Hammond and Mr. Ovie Ukiri were appointed to the Board on 14th December, 2018 as Non-Executive Directors. Mr. Tseyi Hammond and Mr. Ovie Ukiri are being presented for ratification by the Shareholders at this Annual General Meeting.

The profile of the above mentioned Directors are available in the Annual Report and also on the Company's website. www.notore.com


F.    Details of Directors for Election/Re-election

Biographical details of Directors seeking election/re-election are provided in the Annual Report.


G.   Questions from Shareholders

Shareholders of the Company reserve the right to ask questions not only at the Annual General Meeting but also in writing prior to the meeting on any item contained in the Annual Report and Accounts. For the good and orderly conduct of the Meeting, Shareholders are encouraged to kindly submit their questions in writing ahead of the Meeting Such questions should be addressed to the Company Secretary and submitted to the Registered Office or by electronic mail at, companysecretariat@notore.com not later than 7 days to the date of the Meeting.


H.  Website

A copy of this notice and other information relating to the Meeting can be found at www.notore.com.

 

Visit Notore Chemical Industries Plc IR Page in Proshare MARKETS 

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Table:  2019 Audited Results

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