Adedapo Adesanya
By Adedapo Adesanya
There was excitement on Tuesday in Lagos when 257 members unanimously voted for the demutualisation of the Nigeria Stock Exchange (NSE) at the Court Ordered Meeting (COM).
This also gave the exchange the authority to register a total share capital of N1.250 billion, comprising 2,500 billion ordinary shares of 50 kobo each with the Corporate Affairs Commission (CAC).
The 257 members who voted for the demutualisation constituted 251 members by proxy and six by self, and this means that the 60-year old bourse will be converted to a public limited liability company, the 57th exchange in the world to follow the path.
To be re-registered as the Nigerian Exchange Group Plc, there will be a transfer of its securities exchange license and other assets required to carry out the securities function to Nigerian Exchange Limited.
This means there will also be an establishment of a separate subsidiary company to be charged with the regulatory functions of the exchange post-demutualisation to be called NGX Regulation Limited.
It was disclosed that there will be allotment of 1,964,115,918 ordinary shares to Dealing Members and Ordinary Members on the basis of a ratio of 78:22, respectively.
The provision of Claims Review Shares totalling 40,083,999 ordinary shares, representing 2 percent of the Issued Shares of Nigerian Exchange Group will be set aside for allotment to parties who are adjudged as being entitled to shares in the demutualised exchange
The demutualisation, upon completion, will see the transfer of the assets of NSE Consult Limited, NSE Nominees Limited and Coral Properties Limited, the subsidiaries of the NSE to the Nigerian Exchange Group Plc.
After the end of the court ordered meeting, an Extraordinary General Meeting was held to set up a 12-man board of directors ffor the Nigerian Exchange Group Plc.
Those nominated and appointed were Mr Abimbola Ogunbanjo, Chairman and Non-Executive Director; Mr Oscar Onyema, Chief Executive Officer (CEO) and Managing Director; Mr Umaru Kwairanga, Member and Non-Executive Director; Mrs Fatimah Bintah Bello-Ismail, Member and Non-Executive Director; Mr Oluwole Adeosun, Member and Non-Executive Director; Mr Chidi Agbapu, Member and Non-Executive Director; Mr Patrick Ajayi, Member and Non-Executive Director; and Mr Okechukwu Crescent Itanyi, Member and Independent Non-Executive Director.
Others included Mrs Nimi Akinkugbe, Member and Independent Non-Executive Director; Mr Enase Okonedo, Member and Independent Non-Executive Director; Mr Ikpobe Apollos Oghooritsewarami, Member and Independent Non-Executive Director; and Mrs Ojinika Nkechinyelu Olaghere, Member and Independent Non-Executive Director.
According to the CEO, Mr Oscar Onyema, “Today’s meetings move the demutualization process significantly forward and the positive outcomes affirm the great interest from members to support the pivotal restructuring of the exchange to become globally competitive.”
“In furtherance of our plans, we will move to file the necessary resolutions from the court ordered meeting and all other required documents at the Corporate Affairs Commission (CAC) and Securities and Exchange Commission (SEC), obtain the Court Order sanctioning of the Scheme, complete all necessary registrations and seek the final approval from the SEC to ultimately demutualise,” he added.
On his part, the President of the National Council and now inaugural Chairman post-demutualisation, Mr Abimbola Ogunbanjo, who presides over meetings expressed his pleasure at the outcome.
“I feel elated that 19 years after initiating the process to demutualize and on the 60th anniversary of the Exchange, we are close to achieving the goal.
“The successful demutualization of the Exchange was one of my main objectives when I assumed the Presidency of the Exchange and I am particularly happy it has been achieved during the life time of one of its founding fathers, Pa Akintola Williams.
“In telling the story of how we have achieved this milestone, we recognize the efforts of several actors involved in this project – including the management and staff of The Exchange, our members, professional advisers, the Federal Government of Nigeria, the SEC, and other capital market stakeholders, without whom it could not have become a reality.”
