Ardova notified NGX and the investing public that the Court Ordered Meeting of the Company was held on 31 May 2023 as scheduled.
As consideration for the transfer of the scheme, each scheme shareholder shall receive N17.88 per Scheme Share held by such scheme shareholder.
Ignite Investments & Commodities Limited approached the Board of Directors of the company to acquire the shares held by other shareholders of the company.
Shareholders will receive N17.88 per scheme share as a consideration for share transfer following the planned acquisition of shares held by other shareholders in Ardova Plc by Ignite Investments & Commodities Limited.
This was part of the resolutions passed at the Court Ordered Meeting of the Company held on 31 May 2023 as scheduled.
According to a statement signed by Oladeinde Nelson–Cole, Ardova Plc’s Company Secretary at the meeting, the members considered and duly passed the following resolutions:
“That, the Scheme of Arrangement as contained in the Scheme Document dated 20 April 2023, with or subject to such modification, addition, or condition agreed at the Meeting and/or approved or imposed by the Securities and Exchange Commission (SEC) and/or the Court, a print of which has been submitted at the Meeting and, for purposes of identification, endorsed by the Chairman, be and is hereby approved; That, subject to the sanction of the Court and delivery of the sanction for registration at the Corporate Affairs Commission: (a) as consideration for the transfer of the Scheme Shares (as defined in the Scheme Document), each Scheme Shareholder (as defined in the Scheme Document) shall receive N17.88 per Scheme Share held by such Scheme Shareholder; (b) as a result of the Scheme, the legal and beneficial ownership of the Scheme Shares be transferred to Ignite Investments & Commodities Limited;
That, the Board of Directors of the Company be and are hereby authorized to consent to any modifications of the Scheme of Arrangement that the SEC and/or the Court may deem fit to impose and approve;
That, the Board of Directors of the Company be and are hereby authorized to take all actions deemed necessary to give effect to the aforementioned resolutions of the Company or as may become necessary to put the Scheme of Arrangement into effect; and that, the Solicitors of the Company be directed to seek orders of the Court sanctioning the Scheme and the foregoing resolutions, as well as such incidental, consequential and supplemental orders as are necessary or required to give full effect to the Scheme”.
What you should know
Nairametrics recently reported that Ardova Plc was set to delist from the Nigerian Exchange Limited (NGX) if the planned acquisition of shares held by other shareholders by Ignite Investments & Commodities Limited seals through.
According to the statement, Ardova notified NGX that Ignite Investments & Commodities Limited has approached the Board of Directors of the company to acquire the shares held by other shareholders of the company at an offer price of N17.38 per share, and subsequently delist the company from NGX.
The statement noted that the offer price of N17.38 represents a premium of 22.44% and 24.38% to the 30-day and 60-day volume weighted average share price of N14.19 and N13.97 respectively, on 30 November 2022 (being the last trading day before the offer).
Ardova noted that it is intended that the proposed transaction will be implemented under a scheme of arrangement in line with section 715 of the Companies and Allied Matters Act, No.3 of 2020 (as amended) and other applicable rules and regulations.
“The proposed transaction is subject to the review and clearance of the Securities and Exchange Commission as well as the approval of the shareholders of the Company.
“The terms and conditions of the proposed transaction will be provided in the scheme document which will be dispatched to all shareholders following the receipt of an order from the Federal High Court to convene a Court Ordered Meeting.
“If the conditions of the proposed transaction are satisfied and the same is sanctioned by the Federal High Court, the company would be delisted from NGX. Further developments will be communicated to shareholders in due course.
“Ardova Shareholders and members of the public are advised to exercise caution in dealing in Ardova’s shares until further information is provided,” the statement noted.
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