FCMB Group Plc, one of the nation’s commercial banks, will seek shareholders’ approval to raise N150 billion capital at the group’s annual general meeting (AGM) scheduled on Friday, 24 May 2024.
This was contained in the group’s AGM seen by Nairametrics.
According to the notice, the group will raise up to N150 billion or its equivalent in other currencies through the issuance of various securities, including ordinary shares, preference shares, convertible or non-convertible notes, bonds, or other instruments, in both Nigerian and international capital markets, with flexibility in pricing, issuance methods, maturity periods, and terms, subject to regulatory approvals.
The Group will also seek shareholders’ endorsement for the increase of the Company’s issued share capital from N9,901,355,390.50 divided into 19,802,710,781 ordinary shares of 50k each to N19,802,710,781.00 divided into 39,605,421,562 ordinary shares of 50k each by adding 19,802,710,781 ordinary shares, which will rank equally with existing shares but won’t be considered for dividends recommended for the year ended 31 December 2023.
The statement reads:
- “That the Company be and is hereby authorised to raise additional capital of up to 150,000,000,000.00, (One Hundred and Fifty Billion Naira)or its equivalent in such other currency as the directors may decide, through the issuance of securities comprising ordinary shares, preference shares, convertible or non-convertible notes, bonds or any other instruments, in the Nigerian and/or international capital markets, either as a standalone issue(s) or by the establishment of capital raising programme(s), whether by way of public offerings, private placements, rights issues and/or such other transaction modes, at price(s), coupon or interest rates determined through book building or any other acceptable valuation method or combination of methods, in such tranches, series or proportions, within such maturity periods and at such dates and upon such terms and conditions, as may be determined by the Board of Directors (the “Board” or the “Directors”), subject to obtaining the requisite approvals of the relevant regulatory authorities;
- That the issued share capital of the Company be and is hereby increased from N9,901,355,390.50 ( Nine Billion, Nine Hundred and One Million, Three hundred and Fifty Five Thousand, Three Hundred and Ninety Naira, Fifty Kobo) divided into 19,802,710,781 (Nineteen Billion, Eight Hundred and Two Million, Seven Hundred and ten Thousand, Seven Hundred and Eighty One) ordinary shares of 50k (Fifty Kobo) each, to 19,802,710,781.00 (Nineteen Billion, Eight Hundred and Two Million, Seven Hundred and ten Thousand, Seven Hundred and Eighty One Naira) divided into 39,605,421,562 (Thirty Nine Billion, Six Hundred and Five Million, Four Hundred and Twenty One Thousand, Five Hundred and Sixty Two) ordinary shares of 50k (Fifty Kobo) each by the creation and addition of 19,802,710,781 (Nineteen Billion, Eight Hundred and Two Million, Seven Hundred and Ten Thousand, Seven Hundred and Eighty One) ordinary shares of 50k (Fifty Kobo) each ranking pari-passu with the existing ordinary shares of the Company (save that such additional ordinary shares shall not be considered for the dividend recommended by the Company in respect of the profit for the year ended 31 December, 2023)”.
Other resolutions to be passed
At the upcoming AGM, the shareholders will also have the opportunity to consider and pass the following special resolutions:
- That the powers to take the necessary steps to cancel any unallotted shares of the Company and to further increase the share capital of the Company to an amount sufficient to enable it to meet the statutory minimum capital requirement as may be necessary is hereby delegated to the Board pursuant to the foregoing resolutions”.
- That the Board be and is hereby authorised to seek the listing and admission to trading of securities issued pursuant to the foregoing resolution, on the Official List of the Nigerian Exchange Limited, or on such other stock exchange(s) or securities market(s) (as the case may be);
- That the Board is and is hereby authorised to appoint such professional advisers and other parties and to enter into and execute all such agreements, deeds, notices, and other documents as may be necessary for and/or incidental to the foregoing resolutions, (including without limitation, the conversion of any convertible securities into ordinary shares of the Company) and that all lawful actions previously taken by the Board with respect to the foregoing resolutions be and hereby ratified.
- That the Board is and is hereby authorised to take such further action and do such further things as may be required to give effect to the above resolutions including but not limited to obtaining the approvals of the relevant regulatory authorities, including the Central Bank of Nigeria and the Securities and Exchange Commission as well as complying with the requirements of the Corporate Aairs Commission and the directive(s) of any relevant regulatory authority, among others.
