Economy
PCMN Plc Shareholders Meet Feb 15 to Consider Proposed Scheme of Arrangement
By Modupe Gbadeyanka
A meeting has been fixed for Thursday, February 15, 2018, for holders of the fully paid up ordinary shares of Paints and Coatings Manufacturers Nigeria (PCMN) Plc to consider the Scheme of Arrangement proposed to be entered into between the firm and the entire holders of its fully paid ordinary shares (the Scheme).
The meeting was ordered by a Federal High Court and it would take place at the Lagos Commerce 81 Industry Conference Centre, Alausa, Ikeja, Lagos at 11am.
Shareholders would during the gathering, will look into the Scheme of Arrangement dated January 10, 2018 and probably give Directors of the company to consent to any modifications of the Scheme of Arrangement that the court or any regulatory authority may deem fit to impose and approve.
A statement released to the Nigerian Stock Exchange (NSE) disclosed that, “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:
“1. That 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.
“2. That 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 cancelled.
“• 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:
“I. the 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
“II. The 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.
“3. That conditionally upon the Scheme becoming effective, the ordinary shares of the Company be de- listed from the Daily Official List of the Nigerian Stock Exchange.
“4. That 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.”
By Adedapo Adesanya
Nigeria has received the first tranche of its $5 billion derivatives financing arrangement with the First Abu Dhabi Bank (FAB), the United Arab Emirates’ largest lender.
According to a Bloomberg report published on Friday, the federal government drew about $1.5 billion over the past two weeks through a Total Return Swap (TRS) transaction with the lender.
The report stated that Nigeria will provide naira-denominated securities valued at 133.3 per cent of the loan amount as collateral for the transaction, while international financial institutions continue to express concerns about the risks associated with such derivative-based financing structures.
The financing is expected to support the government’s debt management strategy by replacing more expensive borrowings while helping finance the country’s fiscal deficit.
The first tranche is priced at 395 basis points above the Secured Overnight Financing Rate (SOFR), rising to SOFR plus 400 basis points thereafter.
The transaction further expands Nigeria’s financial relationship with First Abu Dhabi Bank, which had earlier provided about $1.2 billion to support the construction of a section of the ongoing Lagos-Calabar Coastal Highway.
The swap deal has come with much scrutiny from critics and international organisations. Recall that the International Monetary Fund (IMF), after a consultation visit, warned Nigeria against the deal, noting that such transactions are often opaque and complex.
“Our view is that the transactions in these types of structures carry risks. Usually they are opaque, so the terms are not always very transparent when we reviewed these instruments across countries,” according to the IMF’s mission chief in Nigeria, Mr Christian Ebeke.
Mr Ebeke said Nigeria could instead issue eurobonds to finance its deficits or other means to raise funding, including on concessional terms.
The Senate in April gave its approval to the agreement put forward by President Bola Tinubu, who said his administration intends to use proceeds from the total return swap to refinance expensive debt and pay for infrastructure.
By Adedapo Adesanya
The Minister of Finance and Coordinating Minister of the Economy, Mr Taiwo Oyedele, yesterday clarified that the federal government is not increasing taxes but making efforts to raise the tax net.
Mr Oyedele made this remark on Thursday while receiving a delegation from the Chartered Institute of Taxation of Nigeria (CITN) at his office in Abuja.
He hailed the institute for introducing a National Tax Awareness Day and for supporting the current tax reforms of the federal government.
The minister charged the institute to double its effort in public enlightenment, stressing that many Nigerians still view taxation as a means for the government to take money from citizens.
He reiterated that the priority of the government is not to increase tax rates but to broaden the tax base by ensuring that all eligible taxpayers meet their obligations.
“We are still not getting enough revenue from taxes.
“It is not about increasing taxes but making sure that those who are supposed to pay taxes. We want to promote fairness in tax administration,” he said.
Nigeria is challenged by the inability to generate adequate revenue from taxation despite ongoing reforms, stressing that a significant number of eligible taxpayers have yet to fulfil their civic obligations.
He said the challenge facing the country was not necessarily about raising tax rates but ensuring that individuals and businesses that ought to pay taxes do so in a fair and transparent system.
The minister also commended the institute for supporting the federal government’s tax reform agenda and promoting public understanding of taxation, but urged it to intensify its advocacy efforts, noting that many Nigerians still harbour misconceptions about taxation.
According to him, many citizens continue to view taxation merely as a tool for the government to take money from the people rather than as a critical instrument for national development.
“We are still not getting enough revenue from taxes. It is not about increasing taxes, but making sure that those who are supposed to pay taxes. We want to promote fairness in tax administration,” he added.
Mr Oyedele stressed that if Nigeria succeeds in building an efficient and equitable tax system, the impact on infrastructure, public services and economic development would be transformative, challenging the institute to introduce annual awards for the country’s most tax-compliant individuals and organisations as a means of encouraging voluntary compliance and recognising responsible taxpayers.
By Modupe Gbadeyanka
Nigeria’s First Lady, Mrs Oluremi Tinubu, has given Nigerians business advice that may not involve a lot of money to start.
Speaking with newsmen recently, the wife of President Bola Tinubu said businesses like akara (fried bean cake), kulikuli (a crunchy snack from roasted peanuts or groundnuts) and roasted corn can be set up without breaking the bank.
She disclosed that to support her husband’s Renewed Hope agenda, she has provided funding packages to traders and others to the tune of N3.5 billion.
“To start akara business doesn’t take a lot of money. To start roasting corn and kuli-kuli doesn’t take much. We didn’t give them a loan; we gave it to them as a grant,” she stated.
She further said, “We’ve encouraged Nigerians as best as we could, what is within our hands, I have given, and I keep giving. Those are the things we’ve done.”
“I remember giving for TB (tuberculosis) when I heard of many TB cases; I gave N2 billion, to breast cancer, I gave N1 billion, and to [tackle] malnutrition, I gave N500 million.
“These are the things we’ve been doing to assist the government. So, we’ve had impact in agriculture, social investment, education (as scholarship and ICT training) and others. We are still open to doing more,” she disclosed.
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