The board of MRS Oil Nigeria Plc has said that as part of exit consideration from the Nigerian Exchange Limited (NGX), it will pay dissenting shareholders N135.00 per ordinary share of 50 kobo each.
The board stated this in its updated explanatory circular on the proposed voluntary delisting of issued shares of the company from the daily official list of the Exchange seen by Nairametrics.
The company had recently said that it would, at the company’s Extraordinary General Meeting (EGM), request shareholders’ endorsement to voluntarily delist from the NGX.
The company said the consideration is in compliance with the NGX’s Rules for Delisting of Equity Securities from the Daily Official List of the Exchange, which MRS Oil is required to provide adequate provisions for.
According to these requirements, the share price for acquiring such interests must not be less than the highest price at which MRS Oil’s shares traded during the six months preceding the notice of the EGM.
“The NGX’s Rules for Delisting of Equity Securities from the Daily Official List of the Exchange requires MRS Oil to make adequate provisions to purchase the interest of Dissenting Shareholders.
In accordance with the requirements of the NGX, the share price at which the interest of such shareholders shall be bought, shall not be less than the highest price at which the shares of MRS Oil traded over the last six (6) months immediately preceding the date on which the notice of the EGM was issued, being N135 (One Hundred and Thirty-Five Naira) per share (the “Exit Consideration”),” it said.
The company noted that the board considered the exit consideration to be fair and reasonable in exchange for the shares of dissenting shareholders.
Exit option
The board explained that after the EGM, dissenting shareholders may elect to receive the exit consideration between the period of June 25, 2024, and July 1, 2024, which is the election period.
“In this regard, Dissenting Shareholders who elect to exit the Company shall be required to complete and submit the Exit Consideration Election and Acceptance Forms (the “Election Form”) to the Registrar at the latter’s office at Plot 2, Abebe Village Road, Iganmu, Lagos or by registered post, courier or electronic submission (at such Dissenting Shareholders’ own risk and cost). Copies of the Election Form will be made available at the venue of the EGM,” it said.
According to the board, shareholders who vote in favour of voluntary delisting are not required to make any election.
Settlement of exit consideration
The company added that upon the expiration of the election period, the registrar shall collate all completed election forms and advise the company of the amount of funds to be set aside for dissenting shareholders (calculated based on the exit consideration.
According to the circular, the company shall set aside sufficient funds in a custody/escrow account to be domiciled with a registrar or custodian from which account the exit consideration shall be paid to relevant dissenting shareholders.
The exit consideration shall be settled by way of electronic bank transfers to respective bank accounts provided by dissenting shareholders in the election form.
According to the statement signed by company secretary, O.M Jafojo, the oil firm noted that given that MRS Oil will remain a public limited liability company immediately after the voluntary delisting in order to ensure compliance with the Securities and Exchange Commission (SEC)’s Rules on Trading in Unlisted Securities.
It added that upon conclusion of the voluntary delisting, the board (in due consideration of the trading needs of the company’s shareholders) will ensure that all necessary steps are taken for the shares of the Company to be admitted on the NASD OTC Securities Exchange.
