PZ Cussons Nigeria Plc shareholders have cancelled resolutions passed at the company’s 74th Annual General Meeting that approved a reduction in share capital.
The Punch reported that a statement filed with the Nigerian Exchange Limited on Tuesday states that the 75th AGM, held in Abuja, passed the new resolution overturning the previous ones.
The resolutions were reversed months after PZ Cussons Nigeria declared that PZ Cussons (Holdings) Limited, the company’s major shareholder, had made an offer to buy out other shareholders’ shares.
At first, the company proposed to pay minority shareholders N21 per unit, but an upward review was declared at the beginning of November. Minority stockholders are now anticipated to be paid N23 per unit of share.
A resolution to cancel “the shareholders’ resolutions passed at the Annual General Meeting held on 25 January 2023 resolving that the share capital of the Company be diminished from N4,000,000,000 divided into 8,000,000,000 ordinary shares of 50 kobo each to N3,970,477,045 divided into 7,940,954,090 ordinary shares of 50 kobo each by cancelling 59,045,910 unissued ordinary shares of 50 kobo each” was unanimously passed by the shareholders at the most recent AGM. The company presented the Audited Financial Statements for the year ended May 31, 2023 to the shareholders.
“The cancellation of 29,522,955 unissued ordinary shares of 50 kobo each will reduce the share capital of the company from N2,000,000,000 divided into 4,000,000,000 ordinary shares of 50 kobo each to N1,985,238,552.50 divided into 3,970,477,045 ordinary shares of 50 kobo each.”
The resolution on the amendment of the Memorandum of Association of the Company and Clause 3 of the Articles of Association to reflect the new share capital of the company after the cancellation of the unissued shares was also cancelled.
The PZ board, meanwhile, stated that it took the share buyback offer into consideration given the difficulties the business still has obtaining foreign currency to pay its creditors and trade debts, particularly given its reliance on the PZ Cussons Group for financial support.
The PZ Cussons Group felt that the transaction was required to enable them to significantly simplify and strengthen operations in Nigeria, creating the foundations for the Nigerian business to deliver against its strategy and build a more agile and innovative business, the company stated in its September notice on the share buyback.
