Further To The Notice Of The Court Ordered Meeting Published On Friday, 24 November 2023, Coronation Insurance PLC (hereinafter referred to as “the “Company”) wishes to notify the shareholders of the below updated list of resolutions proposed to be considered and if thought fit passed as special resolutions of the Company at the meeting proposed to be held on the 22nd day of December 2023 at 1:00pm at The Lagoon Restaurant, 1C Ozumba Mbadiwe Avenue, Victoria Island, Lagos.
1. “That the Scheme of Arrangement dated 26 June 2023, a printed copy of which has been submitted to the meeting and for the purposes of identification subscribed by the Chairman, be and is hereby approved.”
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 holders of its fully paid ordinary shares and/or approved or imposed by the Federal High Court or the Securities and Exchange Commission:
a. The Scheme Shares (as defined in the Scheme Document) be transferred to Coronation Capital Mauritius Limited without further act or deed; and
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b. The holders of the Scheme Shares who do not wish to remain Shareholders of the Company be paid the Scheme Consideration (as defined in the Scheme Document) for the transfer of the said Scheme Shares.
c. The Directors of Coronation Insurance Plc forthwith appoint Coronation Registrars Limited as the Nominee;
d. Coronation Registrars Limited shall aggregate and represent the beneficial interests of the shareholders who opt to remain as share holders of the Company through the Nominee arrangement as signified by completion of the Election Form; and
e. Coronation Registrars Limited shall be the Shareholders on record in respect of the Remainder Shares held by the Remainder Share holders that opt for the Nominee Arrangement.
3. “That as consideration for the transfer of the Scheme Shares, each holder of the Scheme Shares shall receive the sum of 65 Kobo per share”.
4. “Nigerian Exchange Limited (the “NGX”) and the Central Securities Clearing System Plc (the “CSCS”) shall be notified and requested to terminate trading in the shares with effect from the Eligibility Date and no trading or transfer of the Company’s shares shall be registered after that date.”
5. “That conditional upon the Scheme becoming effective, the Company’s shares shall be de-listed from NGX on the Eligibility Date and following that date, all the share certificates representing the interests of the Scheme Shareholders Consideration (as defined in the Scheme Document) and in the case of dematerialised share certificates, all the shares of the Company that were lodged with the CSCS shall cease to be valid or to have any value”.
6. “That the Board of Directors of the Company be and is hereby authorised to take all necessary steps and to consent to any modifications of the Scheme of Arrangement that the Federal High Court or the Securities and Exchange Commission and the NGX may deem fit to impose or approve, or that may otherwise be required.
