By Dipo Olowookere
The board of Continental Reinsurance Plc has received an approval to hold another court-ordered meeting on Tuesday, October 29, 2019 at Victoria Plaza Hotel, Victoria Island, Lagos.
The meeting is to enable shareholders of the company make a decision concerning the proposed acquisition of minority shareholders’ stake in the firm by Continental Reinsurance African Investments Limited at the rate of N2.50 per share.
A disclosure from the company on Friday said approval for the meeting was obtained on Thursday from a Federal High Court sitting in Lagos.
At the meeting, shareholders would be required to approve that “the amended scheme of arrangement dated September 26,2019, which revises the terms of the scheme of arrangement dated November 23, 2018 be and is hereby approved (as amended) and that the directors be and are hereby authorised to consent to any modification of the amended scheme of arrangement that the Federal High Court shall deem fit to impose and approve.
“For the purpose of giving effect to the amended scheme subject to such modification, additions and conditions agreed between the company and holders of its ordinary shares and/or approved or imposed by the court.
“i the scheme shares (as defined in the amended scheme document) be exchanged for CRe African Investments Ltd shares as indicated in the amended scheme document.
“ii Holders of the scheme shares who do not wish to exchange their shares be paid the cash consideration (as defined in the amended scheme document) by CRe African Investments Ltd.
“iii forthwith and contingent upon the action referred to in clause 2(i) above taking effect, the directors of CRe Nigeria be authorised to appoint Pace Registrar Limited as the nominee.
“iv Pace Registrar Limited shall aggregate and represent the beneficial interest in CRe African Investments Ltd of the holders of scheme shares who opt for the share consideration through the nominee arrangement or who are unable to satisfy and complete the customer/client due diligence requirements of the Mauritius Financial Services Commission within three months of the effective date.
“v Pace Registrars Limited shall be the shareholder of record in CRe African Investments Ltd in relation to the holders of scheme shares who are unable to satisfy the KYC requirements of the jurisdiction of CRe Investment, the Republic of Mauritius, within three months of effective date and opt to receive the share consideration.
“That as consideration for the exchange of the scheme shares, each holders of the scheme shares shall receive either one CRe African Investments Ltd shares for every 144 CRe Nigeria shares held as at the effective date and allotted directly or indirectly, through the nominee arrangement or N2.50 for each CRe Nigeria share held.
“That the board of directors of CRe Nigeria be and is hereby authorised to take all necessary steps as the board deems fit and to consent to any modification of the amended scheme of arrangement that the court shall deem fit to impose or approve.”
Business Post recalls that in December 2018, the firm held a similar meeting in Lagos to approve this same transaction, but the Securities and Exchange Commission (SEC) cancelled it after finding fault in the conduct of the meeting and ordered another one.
