Shareholders of MRS Nigeria Limited have approved the voluntary delisting of the company’s shares from the Nigerian Exchange Limited {NGX} and the subsequent listing of the shares on NASD OTC Securities Exchange
According to a notice sent to the NGX, the approval was part of the resolutions passed at the Extraordinary General Meeting MRS Nigeria, held on June 25, 2024, at the Civic Centre, OzumbaMbadiwe Avenue, Victoria Island, Lagos.
According to the statement, the Board of Directors was also authorized to determine the terms and conditions for the delisting, including timing, dissenting shareholder arrangements, and regulatory approvals.
It was also approved that the company’s Memorandum and Articles of Association will be amended to permit a share buyback and share capital reduction.
The company was also authorized to buy back shares and reduce share capital as needed, particularly for dissenting shareholders, in compliance with laws and regulations.
Post-buyback, the company’s Memorandum and Articles of Association will be updated to reflect the new share capital.
After delisting, the Board was authorised to list the company’s shares on the NASD OTC Securities Exchange to ensure compliance with SEC rules on trading unlisted securities.
According to the statement signed by the company’s secretary, Mrs. O.M Jafojo, as part of special business, shareholders considered and passed, with or without modification, the following sub-joined resolutions as special resolutions:
“That the voluntary delisting of all the Company’s issued shares from the daily official list of Nigerian Exchange Limited (the “Voluntary Delisting”) be and is hereby approved, on such terms and conditions (including but not limited to timing of implementation, arrangements for dissenting shareholders (if any) and the fulfillment of specific conditions precedent to effectiveness (if any)), that the Board of Directors of the Company (the “Board”) deems appropriate in connection with the Voluntary Delisting; and subject to obtaining all requisite regulatory approvals,” the statement read.
“That the Memorandum and Articles of Association (“MemArts”) of the Company be and are hereby amended to authorize the Company to undertake a share buyback and share capital reduction.
“That the Company is and is hereby authorized to undertake a share buyback and share capital reduction in connection with any of its issued shares which may be purchased from dissenting shareholders where necessary as a consequence of the Voluntary Delisting; on such terms and conditions, in such volumes and at such times as the Board deems fit; subject to, and in accordance with, applicable laws and regulations.That the MemArts of the Company be amended upon completion of the share buyback and share capital reduction, to reflect the Company’s updated share capital.
That upon conclusion of the Voluntary Delisting, and whilst the Company remains a public limited liability company, the Board be and is hereby authorized to take all such action as may be required, to admit the Company’s shares on the NASD OTC Securities Exchange in order to ensure that dealings in the Company’s shares are implemented in accordance with the Securities and Exchange Commission’s Rules on Trading in Unlisted Securities”.
It will be recalled that the Board of MRS Oil Nigeria Plc said that as part of exit consideration from the Nigerian Exchange Limited (NGX), it will pay dissenting shareholders N135.00 per ordinary share of 50 kobo each.
The company said the consideration is in compliance with the NGX’s Rules for Delisting of Equity Securities from the Daily Official List of the Exchange, which MRS Oil is required to provide adequate provisions for purchasing the interests of dissenting shareholders.
According to these requirements, the share price for acquiring such interests must not be less than the highest price at which MRS Oil’s shares traded during the six months preceding the notice of the Extraordinary General Meeting (EGM).
MRS closed its last trading day on Thursday, June 27, 2024, at N135.00 per share on the Nigerian Stock Exchange (NGX). MRS Oil began the year with a share price of N105.00 and has since gained 28.6 percent on the price valuation
