Connect with us

Economy

UAC Shareholders to Meet for Transfer of UPDC REIT Stocks

Published

on

UAC Shareholders

By Dipo Olowookere

On Monday, September 20, 2021, shareholders of UAC Nigeria Plc will gather for a court-ordered meeting (COM) to decide on what to do with the shares of the company in UPDC Real Estate Investment Trust (REIT).

Business Post reports that on Friday, July 23, 2021, the company obtained an order from a federal high court to convey a meeting of shareholders concerning the subject matter.

As part of a strategic review in 2018, the board and management of UAC Plc agreed that in the best interest of the company and to deliver more value to shareholders, it was necessary for the organisation to exit from its investments in the real estate sector in order to focus on the sectors that align with its core strategy.

UAC has the aim to generate attractive long-term, risk-adjusted returns for investors by growing its businesses into market leaders in their respective segments.

But because it was getting involved in different sectors, achieving this target was becoming difficult and it felt it was necessary to trim its operations to its core area of expertise.

The firm operates in animal feeds and edible oils, packaged food and beverages, paints, logistics, quick service restaurants (QSR) and real estate through UPDC Plc.

In 2020, UAC, as part of the unbundling strategy, reduced its ownership in UPDC from 93.86 per cent to 42.85 per cent following the sale of a 51 per cent stake to Custodian Investment Plc.

Last year, UPDC embarked on a process of unbundling its holdings in UPDC REIT to all its shareholders to maximise returns to its investors by providing direct access to the steady and regular dividend distributions of UPDC REIT as well as improving trading liquidity in UPDC REIT units.

As a result, UPDC transferred 649,392,661 units of UPDC REIT stocks to UAC, which still remains as one of its shareholders.

The board of UAC wants to transfer the 649,392,661 units of UPDC REIT shares it received from UPDC to its shareholders, necessitating the COM to be held in a month’s time.

At the meeting to be held virtually at 10:00 am, shareholders would be expected to approve “the transfer of the units held by the company in UPDC REIT to the eligible shareholders of the company (as defined in the scheme document) based on the application of the allocation ratio as specified in the scheme document.”

Business Post gathered the transfer of UPDC REIT units to UAC shareholders will be implemented through a scheme of arrangement under Section 715 of the Companies and Allied Matters Act (CAMA), 2020 as amended, incorporating a reduction in share capital under Section 131 of CAMA (the Scheme). The effect of this is that the units of UAC in UPDC REIT will be transferred to shareholders, pro-rata to their shareholding in UAC.

If the scheme is approved and when it is implemented, UAC’s shareholders will hold UPDC REIT units in addition to their existing shares in UAC and UAC will cease to be a unitholder in UPDC REIT.

This means UAC will no longer be a direct shareholder in UPDC REIT but eligible shareholders of UAC will become the direct shareholder of UPDC REIT.

As a result, the share capital account of UAC will reduce by N3,896,355,966, being the value of the transferred units through the reduction of its share premium account and the share premium deduction amount shall be transferred into the UPDC REIT unbundling liability account.

UAC has said a day after the COM, it should file the resolutions with the Corporate Affairs Commission (CAC) and on October 20, the formal approval of the Securities and Exchange Commission (SEC) is expected to be obtained and on November 4, a sanction of the scheme should be obtained from the court, while a day after, the Certified True Copy (CTC) should be sent to SEC.

It stated that after the last trading day to qualify for the scheme (eligibility date) on November 8, it would register the CTC of the court sanction at the CAC on November 11 and the next day, this would be published in two national newspapers and on November 18, the accounts of the eligible shareholders would be credited with the corresponding number of shares and on November 22, the summary report would be filed with SEC.

Dipo Olowookere is a journalist based in Nigeria that has passion for reporting business news stories. At his leisure time, he watches football and supports 3SC of Ibadan. Mr Olowookere can be reached via [email protected]

Click to comment

Leave a Reply

Your email address will not be published. Required fields are marked *

Economy

NAICOM Mandates 0.25% Premium Levy for New Protection Fund

Published

on

Nigeria's insurance sector

By Adedapo Adesanya

All insurance and reinsurance companies operating in Nigeria are required to remit 0.25 per cent of their annual net premium income to a new fund, according to new guidelines by the National Insurance Commission (NAICOM).

The insurance regulator has issued binding guidelines for a new industry-wide protection fund that will compel every licensed insurer and reinsurer in the country to make annual cash contributions, or risk losing their operating licence.

NAICOM published the framework for the Insurance Policyholders’ Protection Fund (IPPF) under the authority of the Nigerian Insurance Industry Reform Act (NIIRA) 2025, which was signed into law last August.

The guidelines, which take effect immediately, did not disclose an initial capitalisation target for the fund or a timeline for when it would be considered adequately funded for resolution purposes.

The IPPF is designed to function as a resolution backstop as a capital pool available to settle outstanding policyholder claims when a licensed insurer or reinsurer becomes insolvent or enters regulatory distress.

The mechanism addresses a longstanding vulnerability in the Nigerian market, where policyholders holding valid claims against failed insurers have historically had no guaranteed recourse.

The 0.25 per cent payments are due into designated deposit money bank accounts no later than June 30 each year.

NAICOM said it will supplement industry contributions by injecting 0.25 per cent of the balance held in the existing Security and Insurance Development Fund (SIDF) into the IPPF annually, creating a dual-stream capitalisation model.

The guidelines state explicitly that failure to remit the full assessed contribution within the stipulated timeframe shall constitute grounds for suspension or cancellation of an operator’s licence. The same penalty framework applies to defaults on any loans extended from the fund.

Day-to-day management of the IPPF will be delegated to an independent professional Fund Manager, subject to a minimum paid-up capital threshold of N5 billion.

Investment activity is restricted to low-risk, government-backed instruments. This is a deliberate constraint intended to preserve liquidity and protect the fund from market volatility.

Members are bound by a Code of Conduct that bars them from using their positions for personal advantage or to direct decisions in favour of any insurer, reinsurer, or connected party.

The guidelines introduce a mandatory early-warning mechanism: insurance operators who become aware of imprudent practices within their organisations or elsewhere in the industry are required to report such conduct to NAICOM within five working days.

The commission has provided explicit anti-retaliation protections, stating that no whistleblower shall be subjected to retaliation, intimidation, or any form of adverse action for making a disclosure.

Continue Reading

Economy

Organised Private Sector Seeks Tinubu’s Help to Halt CETA Bill Passage

Published

on

OPS Nigeria New Excise Bill

By Modupe Gbadeyanka

President Bola Tinubu has been called on to use his influence to halt the passage of the proposed Customs, Excise and Tariff Amendment (CETA) Bill.

The proposed piece of legislation is currently before the National Assembly, and it seeks to introduce a percentage levy per litre of the retail price on non-alcoholic beverages.

In an outlined advertorial published in key newspapers, the Organised Private Sector of Nigeria urged the federal government to engage with the leadership of the parliament to stop the ongoing legislative process with a view to stepping down the CETA Bill, thus allowing the executive-led fiscal reforms to be fully integrated and aligned.

The OPS comprises the Manufacturers Association of Nigeria (MAN), Nigerian Association of Chambers of Commerce, Industry, Mines and Agriculture (NACCIMA), Nigeria Employers’ Consultative Association (NECA), Nigerian Association of Small Scale Industrialists (NASSI), and the Nigerian Association of Small and Medium Enterprises (NASME).

In the advertorial signed by the presidents of all members of the group, it was submitted that allowing for more talks would strengthen policy coherence, enhance predictability, and improve the effectiveness of the nation’s excise framework.

It was stressed that halting the bill would also encourage structured, evidence-based engagement with industry stakeholders, thereby ensuring that any future measures will effectively balance revenue generation, public health objectives, and economic sustainability.

“While we fully support well-designed fiscal reforms and evidence-based public health interventions, we are concerned that the Bill, in its current form, raises significant social, economic, administrative, and legal issues that could undermine Your Excellency’s broader fiscal reform objectives,” the body stated.

While calling on the government to restrain the Senate from proceeding with the process, the organisation noted that the proposed levy would therefore constitute a regressive measure, reducing consumer purchasing power without providing viable alternatives or meaningful public health support.

Commenting on the impact of such a levy on industry stability, investment, and employment, OPS stated that the sector was already under severe pressure from exchange rate adjustments, high energy costs, and rising prices of imported inputs, packaging materials, and machinery.

“An additional excise burden would further increase production costs, reduce capacity utilisation, delay or cancel planned investments, and threaten the livelihoods of thousands of small distributors, retailers, and informal traders who depend on high-volume, low-margin sales.

“These pressures would inevitably be passed on to consumers through higher prices, leading to reduced demand and potential further job losses across the value chain,” it stated.

While commending the president for the leadership and bold economic reforms undertaken since assuming office in 2023, it noted that the reforms have played an important role in restoring macroeconomic stability and rebuilding confidence within the business community.

Continue Reading

Economy

CSCS, Afriland Properties, MRS Oil Weaken NASD Exchange by 1.12%

Published

on

CSCS Stocks

By Adedapo Adesanya

Three stocks further weakened the NASD Over-the-Counter (OTC) Securities Exchange by 1.12 per cent on Wednesday, April 8, with the Unlisted Security Index (NSI) down by 44.43 points to 3,930.91 points from the previous day’s 3,975.34 points, and the market capitalisation went down by N26.59 to N2.351 trillion from N2.378 trillion.

MRS Oil lost N11.00 during the session to close at N161.00 per share compared with Tuesday’s closing price of N172.00 per share, Central Securities Clearing System (CSCS) Plc dipped by N3.74 to N67.95 per unit from N71.69 per unit, and Afriland Properties Plc fell by N1.10 to sell at N15.95 per share versus N17.05 per share.

There were two gainers at the midweek trading session, led by IPWA Plc, which appreciated by 55 Kobo to N6.61 per unit from N6.06 per unit, and First Trust Mortgage Bank Plc improved its value by 4 Kobo to N2.32 per share from N2.28 per share.

Yesterday, the volume of securities rose by 620.4 per cent to 5.7 million units from 797,264 units, the value of securities increased by 25.1 per cent to N32.7 million from N26.1 million, and the number of deals climbed by 12.1 per cent to 37 deals from the preceding session’s 33 deals.

Great Nigeria Insurance (GNI) Plc ended the day as the most traded stock by value on a year-to-date basis with 3.4 billion units sold for N8.4 billion, trailed by CSCS Plc with 57.2 million units exchanged for N3.9 billion, and Okitipupa Plc with 27.5 million units traded for N1.8 billion.

GNI Plc also finished the session as the most traded stock by volume on a year-to-date basis with 3.4 billion units valued at N8.4 billion, followed by Resourcery Plc with 1.1 billion units worth N415.7 million, and Infrastructure Guarantee Credit Plc with 400 million units transacted for N1.2 billion.

Continue Reading

Trending