January 24, 2018 /12:35 PM /NSE
NOTICE IS HEREBY GIVEN that by the Orders of the Federal High Court
(hereinafter referred to as the “Court") dated 13th October 2017 and 24th
November, 2017 respectively, made in the above matter, the Court has directed
that a meeting of the holders of the fully paid up ordinary shares of Paints
and Coatings Manufacturers Nigeria Plc (hereinafter referred to as the
“Company”) be convened for the purpose of considering, and if thought fit,
approving (with or without modification) a Scheme of Arrangement proposed to be
entered into between the Company and the entire holders of its fully paid
ordinary shares (the “Scheme”).
A copy of the said Scheme and a copy of the Explanatory Statement that
each shareholder of the Company is required to be furnished with pursuant to
Section 540 of the Companies and Allied Matters Act, Cap C20 Laws of the
Federation of Nigeria 2004, can be found on pages 17 to 21 and pages 12 to 16
of the Scheme Document, respectively.
The Court ordered meeting of the shareholders of the Company (the
“Meeting") will be held on February 15, 2018 at Lagos Commerce 81 Industry
Conference Centre, Alausa, Ikeja, Lagos at 11:0oam at which place and time all
the aforesaid shareholders are requested to attend.
At the Meeting, the following sub-joined resolutions will be proposed
and if thought fit passed as special resolutions of the Company:
this Meeting approves the Scheme of Arrangement dated January 10, 2018 and that
the Directors be and are hereby authorised to consent to any modifications of
the Scheme of Arrangement that the Court or any regulatory authority may deem
fit to impose and approve.
for the purpose of giving effect to the Scheme in its original form or
with (or subject to) such modification, addition and condition agreed between
the Company and the entire holders of its fully paid ordinary shares and/or
approved or imposed by the Court or any regulatory authority:
• Five Scheme Shares (as defined in the Scheme) be
• The holders of the Scheme Shares be allotted the
appropriate number of shares of Paintcom Investment
Nigeria Limited (as specified in the Scheme) or be paid a cash
consideration of N1.00 per Scheme Share for the surrender and cancellation
of the said Scheme Shares.
• Forthwith and contingent/y upon the cancellation
of the Scheme Shares referred to in Clause 2(a) taking effect:
share capital of the Company be restored to its former amount by the issue of
such number of New PCMN Shares (as defined in the Scheme) as shall be equal in
number to the number of Scheme Shares cancelled as aforesaid and having the
same rights as the Scheme Shares so cancelled; and
Directors of the Company be authorized to capitalise the sum of N396, 457, 128.
00 from the amount credited to the Company’s reserves as a result of the
cancellation of the Scheme Shares and such sum be applied in paying up in full
at par the New PCMN Shares issued pursuant to Clause 2(c)(i) above, which would
be allotted and credited as fully paid to Paintcom Investment Nigeria Limited
and/or its nominee(s) in consideration for the cash payment to be made to the
Scheme Shareholders (as defined in the Scheme) as set out in Clause 2(b) above
or the allotment of shares in Paintcom Investment Nigeria Limited.
conditionally upon the Scheme becoming effective, the ordinary shares of the
Company be de- listed from the Daily Official List of the Nigerian Stock
the Board of Directors of the Company be and is hereby authorised to take all
actions as may become necessary to effect the Scheme of Arrangement.
By the said Orders, the Court has appointed the Chairman of the Board of
Directors of the Company, Sylverius I. Okoli, or failing him, Michael Thompson
or failing them both, any other director appointed in their stead by the
shareholders present at the meeting 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. Shareholders may vote in person
or they may appoint any other person, whether a shareholder or not, to act as
proxy and to attend and vote in their stead.
A proxy form is being sent to each shareholder. 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 vote(s) of the
other joint holder(s); and for this purpose seniority will be determined by the
order in which their names stand in the register of members of the Company.
It is requested that forms appointing proxies be lodged at the office of
the Registrars of the Company, Meristem Registrars Limited, as shown on the
proxy from, not less than 24 hours before the time appointed for the Meeting.
Please note that the lodging of the proxy form does not prevent you from
ate ding the Meeting and voting should you wish to do so. However, in such
arrangement, your proxy will not be entitled to vote.
A member entitled to attend the Meeting who does not receive a copy of
the Scheme Document within 14 days of the date of this notice can obtain copies
of same from the Registrars of the Company, Meristem Registrars Limited, 213,
Herbert Macaulay Way, Yaba, Lagos.
The register of members will be closed from December 31, 2017 for the
purpose of attendance at the Court Ordered Meeting.