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 Dipo Olowookere
The first trading session of the week on the floor of the Nigerian Exchange (NGX) Limited ended in the green territory on Monday, with a 1.20 per cent rise.
This was buoyed by the gains recorded by Airtel Africa and other equities, according to analysis of data harvested from the Customs Street yesterday.
During the trading day, the consumer goods index grew by 0.76 per cent, enough to offset the losses recorded by the other sectors.
The insurance counter shrank by 1.64 per cent, the banking space lost 0.24 per cent, the energy sector contracted by 0.09 per cent, and the industrial goods segment retreated by 0.05 per cent.
When trading activities ended for the day, the All-Share Index (ASI) was up by 2,956.15 points to 248,529.75 points from 245,573.60 points, and the market capitalisation gained N1.909 trillion to finish at N160.422 trillion compared with the previous session’s N158.513 trillion.
Fortis Global Insurance expanded by 10.00 per cent to N2.86, Chams surged by 9.80 per cent to N4.48, NAHCO jumped by 9.29 per cent to N153.00, Airtel Africa soared by 8.59 per cent to N6,300.00, and Sovereign Trust Insurance rose by 6.59 per cent to N1.78.
Conversely, AVA Capital shed 10.00 per cent to N9.90, Ecobank decreased by 9.92 per cent to N64.95, Caverton crashed by 9.09 per cent to N5.00, Ikeja Hotel slipped by 8.41 per cent to N43.00, and FTN Cocoa dropped 8.37 per cent to trade at N8.10.
A total of 23 equities were on the gainers’ chart yesterday, while 37 equities ended on the losers’ table, indicating a negative market breadth index and weak investor sentiment.
As for the activity log, the trading volume remained elevated, though lower than the preceding session, as it receded by 26.67 per cent to 1.1 billion units from 1.5 billion units. The trading value, however, increased by 1.12 per cent to N27.0 billion from N26.7 billion, while the number of deals advanced by 39.00 per cent to 59,185 deals from 42,580 deals.
Consolidated Hallmark was the most active stock yesterday, with a turnover of 354.1 million units valued at N1.5 billion, Fortis Global Insurance traded 307.3 million units worth N818.3 million, Access Holdings exchanged 48.1 million units for N1.4 billion, Chams transacted 37.4 million units worth N163.3 million, and First Holdco sold 35.8 million units valued at N5.1 billion.
By Adedapo Adesanya
Oil prices traded 5 per cent higher on Monday after Iran and the United States argued about demands for compensation, further stalling a possible deal to reopen the Strait of Hormuz.
Brent crude futures chalked up $4.17 or 4.99 per cent to sell at $87.72 a barrel, while the US West Texas Intermediate (WTI) crude futures surged $3.95 or 5.05 per cent to $82.13 per barrel.
Iran said the US must lift sanctions on it and meet other conditions for reopening the vital waterway, which carried a fifth of the world’s oil and liquefied natural gas before the start of the Middle East conflict in late February.
Meanwhile, US President Donald Trump said Iran must pay compensation for “all of the people that they have killed and gravely wounded.”
This comes as the Middle East country said it was nearing a final pact with Oman to define new shipping lanes through the strait but repeated that the US must meet other conditions, including compensation and an end to sanctions and military threats before the strategic waterway is reopened.
In a further threat to supply, the Iran-aligned Houthis said they had struck Saudi Aramco’s Jazan refinery on Sunday. Saudi Aramco has postponed the restart of the 400,000-barrel-per-day refinery to August 30 after two Houthi attacks in recent weeks.
ADNOC, a state-owned oil company in the United Arab Emirates, said on Friday that 15 of its vessels had been attacked while transiting the Strait of Hormuz since the beginning of the conflict.
Meanwhile, Ukraine’s military continued to attack Russia’s energy infrastructure, hitting the Taneco oil refinery in Tatarstan and the ZapSibNeftekhim petrochemical plant in Russia’s Tyumen region.
On the US supply side, stocks of crude oil in the Strategic Petroleum Reserve (SPR) fell by about 6.1 million barrels to 298.7 million barrels last week, the lowest level since January 1983.
Bank of America (BoFA) warned that oil prices could continue climbing into the winter if the US and Iran fail to reach an agreement reopening the Strait of Hormuz, with severe shortages already emerging in diesel, petrol, and global natural gas markets.
Mr Francisco Blanch, Bank of America’s head of commodities and derivatives research, told CNBC on Monday that only around 5 to 10 ships per day are currently passing through Hormuz, compared with roughly 140 before the war. With some crude now being rerouted through Saudi Arabia and the UAE, traffic would need to recover to around 80 to 100 ships per day just to stabilise energy markets.
By Adedapo Adesanya
The Senate Committee on Banking, Insurance and Other Financial Institutions has called for stronger collaboration among financial sector regulators and other stakeholders to strengthen Nigeria’s financial system and support sustainable economic growth.
The committee made the call during an expanded stakeholders’ engagement in Lagos, attended by the leadership of the Central Bank of Nigeria (CBN), Nigeria Deposit Insurance Corporation (NDIC), Asset Management Corporation of Nigeria (AMCON), National Insurance Commission (NAICOM) and Nigeria Export-Import Bank (NEXIM), among other industry stakeholders and financial experts.
Chairman of the committee, Mr Adetokunbo Abiru (Lagos East), who was represented by Mr Osita Izunaso (Imo West), said stronger legislative reforms and regulatory collaboration were necessary to reposition Nigeria’s financial architecture for long-term economic prosperity.
Mr Abiru said the financial sector remained critical to investment, job creation, business expansion and macroeconomic stability, stressing that its ability to mobilise savings, channel credit to productive sectors, facilitate investment and manage risks was fundamental to sustainable economic growth.
He said the current economic realities required closer collaboration between the legislature and financial regulators, noting that challenges confronting the sector were interconnected and could not be effectively addressed through isolated interventions.
The lawmaker identified inflationary pressures, global economic uncertainties, cybersecurity threats, low insurance penetration and the need to diversify Nigeria’s export base as some of the challenges requiring coordinated policy responses.
He said the engagement was aimed at generating practical solutions to strengthen the country’s financial architecture and support sustainable economic growth.
According to him, monetary policy, financial safety nets, banking institutions, the insurance industry and export finance were interdependent components of a stable financial system and must therefore be strengthened collectively.
The Commissioner for Insurance and Chief Executive Officer of the National Insurance Commission (NAICOM), Mr Olusegun Ayo Omosehin, said the Nigeria Insurance Industry Reform Act (NIIRA) 2025 had contributed significantly to stabilising and repositioning the insurance sector.
Mr Omosehin disclosed that 43 insurance companies had successfully recapitalised, describing the development as a major milestone for the industry.
He commended Abiru and members of the committee for their role in advancing insurance sector reforms and urged the House of Representatives to expedite action on the relevant insurance reform bill to enable it to receive presidential assent and become operational.
Representatives of the CBN Governor and the Managing Directors of AMCON, NEXIM and NDIC also commended the Senate committee for its oversight and legislative support, saying its interventions had strengthened the agencies’ capacity to discharge their statutory mandates.
The engagement, held under the theme, Strengthening Financial System Architecture for Sustainable Economic Growth and Stability in Nigeria, also featured presentations by Professor Uche Uwaleke, President of Capital Market Academics of Nigeria (CMAN); Professor Biodun Adedipe, Chief Consultant, B. Adedipe Associates Limited; and Dr Tilewa Adebajo, Chief Executive Officer of CFG Advisory.
The experts presented policy recommendations on key issues affecting Nigeria’s financial system, with emphasis on financial stability, investment and sustainable economic growth.
Mr Abiru said the Senate would continue to engage financial regulators and other stakeholders to deepen financial inclusion, strengthen public confidence in financial institutions and improve regulatory effectiveness.
He said the broader objective was to position Nigeria’s financial system to compete more effectively in the global economy while remaining resilient and responsive to the country’s economic transformation agenda.
