Shareholders of Cadbury Nigeria Plc has approved that the conversion of an outstanding intercompany loan of $7.718 million (₦7,036 billion) owed by the Company to Cadbury Schweppes Overseas Limited be converted into equity.
According to the company’s notice to the Nigerian Exchange Limited seen by Nairametrics, the approval was given as part of resolution passed at the Extraordinary General Meeting of the Company held in Lagos.
Following the endorsement by the shareholders, the loan will be converted into equity by the allotment of 402,082,657 ordinary shares of 50 kobo each to Cadbury Schweppes Overseas.
It noted that each is share will rank pari passu in all respects with the existing ordinary shares in the capital of the Company, at the price of ₦17.50 per share, being the share price of the Company as of the close of trading on December 27, 2023.
The special resolutions passed by shareholders
The statement reads:
- “That the conversion of the Company’s intercompany loan of US$7,718,118.44 (Seven Million, Seven Hundred and Eighteen Thousand, One Hundred and Eighteen US Dollars, Forty-Four Cents) (equivalent to ₦7,036,446,501.26 ( Seven Billion, Thirty-Six Million, Four Hundred and Forty-Six Thousand, Five Hundred and One Naira, Twenty-Six Kobo) owed by the Company to Cadbury Schweppes Overseas Limited (“Cadbury Schweppes Overseas”) be converted into equity by the allotment of 402,082,657 ordinary shares of 50 kobo each to Cadbury Schweppes Overseas, each share to rank pari passu in all respects with the existing ordinary shares in the capital of the Company, at the price of ₦17.50 per share, being the share price of the Company as at close of trading on December 27 2023 be approved; That the Board of Directors are authorised to take all such lawful steps, to pass all requisite resolutions and do all such other lawful acts and/or things as may be necessary, incidental, supplemental, consequential to giving effect to the resolutions above including listing the new shares on the stock exchange; and all prior lawful steps taken by the Directors are hereby ratified”
The statement signed by Fola Akande, Esq. Company Secretary also noted that the shareholders endorsed that the Company’s share capital be increased from ₦939,100,981 to ₦1,140,142,309.50 by the creation of 402,082,657 ordinary shares of 50 kobo each, such shares to rank pari passu in all respects with the existing Ordinary Shares in the Capital of the Company and the shares created be allotted in accordance with Resolution above and the Directors are authorised to take all steps necessary or incidental to affecting the increase.
The shareholders acknowledged and resolved that:
- Resolutions 8a and b passed at the Annual General Meeting of the Company on June 15 2022 was erroneously passed and be corrected;
- That in compliance with the requirements of Section 124 of the Companies and Allied Matters Act and the Companies Regulation, 869,625,840 ordinary shares in the unissued share capital of the Company as at June 15,2022 be cancelled;
- The share capital of the Company following the cancellation is ₦939,100,981 comprising 1,878,201,962 ordinary shares of ₦0.50 each;
- The records of the Company at the Corporate Affairs Commission be updated to reflect the correct share capital; and
- The relevant clauses of the Memorandum of Association of the Company be amended as necessary to reflect the new share capital of the Company following the correction above and the increase in share capital in (2) above.
Nairmetrics reported recently that Cadbury Nigeria Plc has said that it will at an Extraordinary General Meeting (“EGM”) of the Company seek shareholders’ approval for the conversion of an outstanding intercompany loan of $7.718 million (₦7,036 billion) owed to Cadbury Schweppes Overseas Limited converted into equity.
This was contained in the company’s notice of EGM slated for Thursday, February 8, 2024, in Lagos to the Nigerian Exchange Limited and Investing Public seen by Nairametrics.
- According to the statement, if the proposal is passed by the shareholders, the loan will be converted into equity by the allotment of 402,082,657 ordinary shares of 50 kobo each to Cadbury Schweppes Overseas.
- It noted that each is share to rank pari passu in all respects with the existing ordinary shares in the capital of the Company, at the price of ₦17.50 per share, being the share price of the Company as of the close of trading on December 27, 2023, and on such other terms as may be agreed by the Directors subject to obtaining relevant regulatory approvals.
