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
Seplat Energy Plc will revive hundreds of Nigerian oil wells laying fallow after completing the acquisition of Mobil Producing Nigeria Unlimited (MPNU) from ExxonMobil.
The company said it aims to lift oil output to about 200,000 barrels a day, a move that will help boost Nigeria’s oil production levels, as it aims to reach 2 million barrels per day next year.
The transaction, according to Seplat, “is transformative for Seplat Energy, more than doubling production and positioning the company to drive growth and profitability, whilst contributing significantly to Nigeria’s future prosperity.”
The completion of the Seplat-ExxonMobil deal has created Nigeria’s leading independent energy company, with the enlarged company having equity in 11 blocks (onshore and shallow water Nigeria); 48 producing oil and gas fields; 5 gas processing facilities; and 3 export terminals.
Recall that the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) in October approved the deal as part of a series of approvals, while it blocked Shell’s asset sale of up to $2.4 billion to the Renaissance consortium.
The acquisition of the entire issued share capital of MPNU adds the following assets to the Seplat Group: 40 per cent operated interest in OML 67, 68, 70 and 104; 40 per cent operated interest in the Qua Iboe export terminal and the Yoho FSO; 51 per cent operated interest in the Bonny River Terminal (‘BRT’) NGL recovery plant; 9.6 per cent participating interest in the Aneman-Kpono field; and approximately 1,000 staff and 500 contractors will transition to the Seplat Group.
MPNU adds substantial reserves and production to Seplat Energy; 409 million barrels of oil equivalent (MMboe) 2P reserves and 670 MMboe 2P + 2C reserves and resources as at 30 June 2024 and 6M 2024 average daily production of 71.4 kboepd (thousand barrels of oil equivalent).
Business Post reports that Seplat will be part of the payment this year, and will defer some to next year,
Speaking on the transaction, the Chairman of Seplat Energy, Mr Udoma Udo Udoma commended President Bola Tinubu for supporting this transaction and appreciated the support and diligence of the various ministries and regulators for all the work to reach a successful conclusion.
“We are delighted to welcome the MPNU employees to Seplat Energy. We are excited to begin our journey in a new region of the country, and we look forward to replicating the positive impacts we have achieved within our communities in our current areas of operations.
“Seplat’s mission is to deliver value to all our stakeholders, and we treasure the good relationships we have developed with the government, regulators, communities and our staff.”
On his part, the chief executive of Seplat Energy, Mr Roger Brown, described the acquisition as a major milestone, adding, “I extend my thanks to the entire Seplat team for their hard work and perseverance to complete this transaction.
“MPNU’s employees and contractors have a strong reputation for safety and operational excellence, and I welcome them to the Seplat Energy Group.
“We have acquired a company with one of the best portfolios of assets and related infrastructure in a world-class basin, providing enormous potential for the Seplat Group. Our commitment is to invest to increase oil and gas production while reducing costs and emissions, maximising value for all our stakeholders.
“MPNU is a perfect fit with our strategy to build a sustainable business that can deliver affordable, accessible and reliable energy for Nigeria alongside attractive returns to our shareholders”.
By Adedapo Adesanya
The National Pension Commission (PenCom) is projected to close the year with over N22 trillion in pension assets impacted by challenges like inflation and monetary policies.
This is according to PenCom Director-General, Mrs Omolola Oloworaran, at a press conference in Abuja on Thursday.
She said as of October 2024, the Contributory Pension Scheme (CPS) had 10.53 million registered contributors and pension fund assets worth N21.92 trillion.
Speaking at the conference-themed Tech-driven Transformation Shaping the Pension Landscape, which showcased PenCom’s strategic commitment to innovation, she said that the numbers reflected the agency’s unwavering commitment to fund safety, prudent management, and sustainable growth.
She explained that the pension environment was impacted by the wider economic challenges facing the country, noting that the sector battled multi-year high inflation, Naira devaluation, and the lingering effects of unorthodox monetary policies by the Central Bank of Nigeria (CBN).
Business Post reports that the apex bank hiked interest rates by 875 basis points this year alone to tackle persistent inflation which peaked at 33.8 per cent as of October.
She said that these challenges eroded the real value of pension funds and impacted contributors’ purchasing power.
“To address these issues, the commission has initiated a comprehensive review of its investment regulations.
“It is focusing on diversifying pension fund investments into inflation-protected instruments, alternative assets, and foreign currency-denominated investments.
“The goal is to safeguard contributor savings and ensure resilience against future economic volatility,” she said.
She restated the commission’s commitment to expanding pension coverage, particularly through the advanced micro-pension plan designed to encourage participation from the informal sector using technology.
“This initiative will make it easier for everyday Nigerians to save for retirement, aligning with our vision of inclusive growth and financial stability for all.
“The backlog in retirement benefits for retirees of the Federal Government’s Ministries, Departments, and Agencies (MDAs) will soon be settled.
“The federal government recently disbursed N44 billion under the 2024 budget to settle approved pension rights.
“We are collaborating with the Federal Government to institutionalise a sustainable solution to ensure retirees receive their benefits promptly, eliminating delays,” Mrs Oloworaran said.
She said that PenCom’s technology-driven transformation aimed to make the CPS more accessible, reliable, and sustainable.
“From data management to seamless contributions and regulatory supervision, we are paving the way for a future where the pension industry serves all Nigerians effectively,” she said,
Mrs Oloworaran also said that the e-application portal for pension clearance certificates has replaced the manual processes and enhanced the ease of doing business in the sector.
“Since its deployment, 38,528 pension clearance certificates have been issued. This initiative ensures compliance and secures the future of Nigerians working in organisations that interact with the government,” she said.
By Adedapo Adesanya
The NASD Over-the-Counter (OTC) Securities Exchange closed flat on Thursday, December 12 after it ended the trading session with no single price gainer or loser.
As a result, the market capitalisation remained unchanged at N1.055 trillion as the NASD Unlisted Security Index (NSI) followed the same route, remaining at 3,012.50 points like the previous trading session.
However, the activity chart witnessed changes as the volume of securities traded at the bourse went down by 92.5 per cent to 447,905 units from the 5.9 million units transacted a day earlier.
In the same vein, the value of securities bought and sold by investors declined by 86.6 per cent to N3.02 million from the N22.5 million recorded in the preceding trading day.
But the number of deals carried out during the session remained unchanged at 21 deals, according to data obtained by Business Post.
When trading activities ended for the day, Geo-Fluids Plc remained the most active stock by volume (year-to-date) with 1.7 billion units sold for N3.9 billion, Okitipupa Plc came next with 752.2 million units valued at N7.8 billion, and Afriland Properties Plc was in third place with 297.5 million units worth N5.3 million.
Also, Aradel Holdings Plc remained the most active stock by value (year-to-date) with 108.7 million units worth N89.2 billion, followed by Okitipupa Plc with 752.2 million units valued at N7.8 billion, and Afriland Properties Plc with 297.5 million units sold for N5.3 billion.
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