TRANSCOHOT Notifies of Extraordinary General Meeting; Lists Proxies

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Monday, June 08, 2020 / 03:58 PM / NSE / Header Image Credit: Transcorp Hotels 


Notice is hereby given that an Extraordinary General Meeting (EGM) of the Members of Transcorp Hotels Plc (the Company) is scheduled to hold on Monday, June 29, 2020, at The Lagoon Restaurants, 1c Ozumba Mbadiwe Road, Victoria Island, Lagos, at 10.00 a.m. to transact the following business:


Special Business:


Approval of Rights Issue:

To consider and if thought fit, pass the following special resolutions:

  1. That subject to obtaining requisite regulatory approvals from the Securities and Exchange Commission and other regulatory authorities, the Board of Directors be and are hereby authorised to issue up to 2,659,574,468 ordinary shares of 50 kobo each from the Company's unissued share capital by way of Rights Issue at N3.76 per share on the basis of seven (7) new ordinary shares for every twenty (20) ordinary shares of 50 kobo each held by existing shareholders of the Company, or in such proportion, at such time, for such consideration and upon such terms and conditions as the Directors may deem it fit.
  2. The Directors are hereby further authorized to appoint such advisers and professional parties that they deem necessary for the transactions contemplated in the Rights Circular, upon such terms and conditions that the Directors may deem appropriate.
  3. That the Board of Directors be and are hereby authorized to take all such actions as they may deem necessary or advisable in order to effect the purpose and intent of the foregoing resolutions, including without limitation the approval of the basis of allotment, allocation of proceeds of the shares issued, filing of any required documentation with the Securities and Exchange Commission, the Nigerian Stock Exchange and the Corporate Affairs Commission or any other regulatory authorities as well as entering into any agreement necessary to give  effect to the resolutions.

 

Notes

1. Compliance with Covid-19 Related Directives and Guidelines

The Federal Government of Nigeria, State Governments, Health Authorities and Regulatory Agencies have issued a number of guidelines and directives aimed at curbing the spread of COVID-19 in Nigeria. Particularly, the Lagos State Government prohibited the gathering of more than 20 people while the Corporate Affairs Commission (CAC) issued Guidelines on Holding General Meeting of Public Companies by Proxy. The convening and conduct of the EGM shall be done in compliance with these directives and guidelines.

 

2. Proxy

Any member of the Company entitled to attend and vote at this meeting is also entitled to appoint a proxy to attend and vote in his/her stead. A proxy need not be a member of the Company. For the appointment of the proxy to be valid, a proxy form must be completed and deposited either at the office of the Company's Registrar, Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos, or via email at cfc@africaprudential.com not later than 48 hours before the time fixed for the meeting. A blank proxy form is attached to the Annual Report and may also be downloaded from the Company's website at www.transcorphotelsplc.com.

 

3. Attendance by Proxy

In line with CAC Guidelines, attendance of the EGM shall be by proxy only. Shareholders are required to appoint a proxy of their choice from the list of nominated proxies below:

  1. Mr. Emmanuel N. Nnorom
  2. Mrs. Modupe Olusola
  3. Mrs. Owen Omogiafo
  4. Mr. Chike Anikwe

 

4. Stamping of Proxy

The Company has made arrangement at its cost, for the stamping of the duly completed and signed proxy forms submitted to the Company's Registrars within the stipulated time.


5. Live Streaming of Egm

The EGM will be streamed live. This will enable shareholders and other stakeholders who will not be attending physically to follow the proceedings. The link for the EGM online live streaming will be made available on the Company's website at www.transcorphotelsplc.com


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