Vitafoam Nigeria Plc is seeking shareholders’ approval to increase its issued share capital to N750.5 million and issue bonus shares to existing investors as part of a broader plan to realign its capital structure.
The proposal was disclosed in a notice filed with the Nigerian Exchange (NGX) on Wednesday ahead of the company’s 64th Annual General Meeting (AGM).
The AGM is scheduled to hold in March 2026 in Lagos, where shareholders will vote on the capital increase, amendments to the company’s constitutional documents, and other statutory matters.
The proposed resolutions mark a significant step by the foam manufacturer to expand its equity base following a strong financial turnaround in the 2025 financial year, while also rewarding shareholders through a bonus issue.
What the company is saying:
Shareholders will be asked to approve a special resolution to increase Vitafoam’s issued share capital by creating additional ordinary shares. If approved, the company’s issued share capital will rise to 1.50 billion ordinary shares from the current 1.25 billion.
- “That the share capital of the company be and is hereby increased from N625,422,531 to N750,506,438 by creation of 250,168,812 ordinary shares of 50 kobo each,” the notice read in part.
The company noted that the newly created shares will rank pari passu with the existing ordinary shares and will support the implementation of the proposed bonus issue.
More insights
The proposed increase will raise Vitafoam’s issued share capital from N625.42 million to N750.51 million through the creation of 250.17 million new ordinary shares of 50 kobo each.
According to the notice, the capital expansion is central to strengthening the company’s capital base and aligning it with its current scale of operations.
- Current issued share capital stands at N625.42 million, divided into about 1.25 billion ordinary shares.
- Proposed issued share capital will rise to N750.51 million, divided into about 1.50 billion ordinary shares of 50 kobo each.
- The additional 250.17 million shares will rank pari passu with existing ordinary shares.
The increase will enable the company to issue bonus shares to shareholders without raising fresh capital.
Following the capital increase, Vitafoam will also seek shareholders’ approval to amend relevant clauses of its Memorandum and Articles of Association to reflect the enlarged share capital.
Bonus issue: 1 new share for every 5 held
Vitafoam is proposing a bonus issue of one new ordinary share for every five existing shares held, subject to regulatory approvals.
- The bonus issue will involve the allotment of 250.17 million ordinary shares, matching the number of new shares created under the proposed capital increase.
- Bonus shares will be issued at a ratio of one new share for every five existing shares held.
- A total of 250.17 million ordinary shares will be allotted as bonus shares.
- The bonus issue will be funded by capitalising N125.08 million from the company’s retained earnings.
Shareholders whose names appear on the register as of February 6, 2026, will qualify for the bonus issue.
The company noted that the bonus shares will be fully paid, will rank pari passu with existing shares, but will not qualify for dividends for the year ended September 30, 2025.
What you should know
Vitafoam Nigeria Plc recorded a sharp financial turnaround in its 2025 full-year results, laying the foundation for the proposed capital restructuring and shareholder rewards.
After a challenging prior year, the company delivered strong growth across key performance indicators, supported by improved pricing, cost management, and resilient demand.
- Profit before tax surged by about 1,775% to N21.48 billion for the year ended September 30, 2025, compared with N1.15 billion in the previous year.
- Profit after tax climbed by approximately 1,427% to N14.54 billion, up from N952 million in FY2024.
- Revenue rose by 35% to N111.38 billion, reflecting stronger sales of foam and bedding products.
- Basic earnings per share improved to N9.43, compared with a loss per share of 72 kobo in the prior year.
On the back of the improved performance, the board has recommended a cash dividend of N3.00 per ordinary share alongside the proposed 1-for-5 bonus issue, subject to shareholders’ approval at the AGM.
