- Nigerian Exchange Group (NGX) Plc announces the appointment of six new directors, pending shareholder approval at the upcoming Annual General Meeting (AGM).
- VFD Group and Cardinal Stone Partners, influential shareholders of NGX, have representatives among the newly appointed directors.
- The board reconstitution follows NGX’s demutualization and aims to reflect new shareholding structures, transforming it into a public limited liability company owned by shareholders.
The Nigerian Exchange Group (NGX) Plc, the holding company of the nation’s premier bourse, has announced the appointment of six new directors to its board, subject to the approval of its shareholders at the upcoming Annual General Meeting (AGM) scheduled for Friday, 14 July 2023.
Among the new directors are Mr. Nonso Okpala and Mr. Mohammed Garuba, who represent VFD Group and Cardinal Stone Partners respectively. The are both cofounders of their respective companies.
VFD Group and Cardinal Stone Partners are two of the most influential shareholders of NGX, owning 4.49% and 5.1% holdings respectively as of February 21, 2023.
Nairametrics first exclusively reported last September that the board of the Nigerian Exchange (NGX) is to be reconstituted to reflect new shareholding structures.
About VFD and Cardinal Stone
VFD Group is a leading proprietary investment company with a diverse portfolio in sectors such as banking, technology, media, energy, and real estate.
- The group recently announced its intention to list on the NGX to gain access to public equity markets, increase visibility, and strengthen its financial position.
- Cardinal Stone Partners is a full-service investment banking firm that provides financial advisory, asset management, securities trading, and consumer finance services.
Director appointments
The other new directors are Mr. Sehinde Adenagbe (Non-Executive Director), Mr. Ademola Babarinde (Non-Executive Director), Mrs. Mosun Belo – Olusoga (Independent Non-Executive Director), and Mrs. Fatima Wali- Abdurraham (Independent Non-Executive Director).
- The appointment of the new directors is part of NGX’s efforts to reconstitute its board following its demutualization in March 2020, which transformed it from a member-owned entity to a public limited liability company owned by shareholders.
- The demutualization also resulted in the creation of three operating subsidiaries: Nigerian Exchange Limited (NGX), the operating exchange; NGX Regulation Limited (NGX REGCO), the independent regulatory arm; and NGX Real Estate Limited (NGX RELCO), the real estate company.
- See the press release issued.
At the upcoming AGM, the shareholders will have the opportunity to consider and potentially pass a special resolution to amend Article 24 of the Company’s Articles of Association.
- To consider and if thought fit, pass with or without any modifications as a special resolution, the amendment of Article 24 of the Company’s Articles of Association to read that: “The Board may increase the issued share capital of the Company and allot new shares of such amount as it considers expedient, provided that a prior approval to do so has been obtained from Shareholders at a General Meeting.
The proposed amendment grants the board the authority to increase the issued share capital of the company and allot new shares, subject to prior approval from shareholders at a General Meeting.
This resolution aims to provide the board with the necessary flexibility to adjust the company’s share capital as deemed expedient.
NGX has been seeking to raise capital since its listing but this has been met with resistance by some of its shareholders, who cited irregularities in the procedures.
Backstory
Last year, shareholder squabbles raised issues around corporate governance at The Exchange forcing the group to issue a press release.
- Critics had raised concerns over the planned private equity raise of about N35 billion, the staff shareholding incentive scheme, and the tenure of current Group Chief Executive Officer, Oscar Onyema.
- The Exchange denied all of the accusations in the press release.
