MRS considers voluntary delisting from NGX, to hold EGM

The management of MRS Oil Nigeria Plc is considering voluntary delisting from the Nigerian Exchange.

The company has called for an Extraordinary General Meeting (EGM) to make the decisions on the share buyback and voluntary delisting.

The EGM is scheduled to hold at the Civic Centre, Ozumba Mbadiwe Avenue, Victoria Island, Lagos, on May 21, 2024, at 11:00 am according to a corporate disclosure made by the company.

The corporate disclosure reads that the company will meet to transact the following special business:

“To consider, and if thought fit, pass, with or without modification, the following sub-joined resolutions as special resolutions:

“That the voluntary delisting of all the Company’s issued shares from the daily official list of Nigerian Exchange Limited (the ‘Voluntary Delisting’) be and is hereby approved on such terms and conditions (including but not limited to the timing of implementation, arrangements for dissenting shareholders (if any) and the fulfilment of specific conditions precedent to effectiveness (if any), that the Board of Directors of the Company deems appropriate in connection with the Voluntary Delisting; and subject to obtaining all requisite regulatory approvals.

 ”That the Memorandum and Articles of Association (“MemArts”) of the Company be and are hereby amended to authorize the Company to undertake a share buyback and share capital reduction.

“That the Company be and is hereby authorised to undertake a share buyback and share capital reduction in connection with any of its issued shares that may be purchased from dissenting shareholders where necessary as a consequence of the Voluntary Delisting; on such terms and conditions, in such volumes and at such times as the Board deems fit; subject to, and in accordance with, applicable laws and regulations.

“That the company’s MemArts be amended upon completion of the share buyback and share capital reduction to reflect the updated share capital.

“That upon conclusion of the Voluntary Delisting, and whilst the Company remains a public limited liability company, the Board be and is hereby authorised to take all such action as may be required to admit the Company’s shares on the NASD OTC Securities Exchange to ensure that dealings in the Company’s shares are implemented in accordance with the Securities and Exchange Commission’s Rules on Trading in Unlisted Securities.

“That the Board be and is hereby authorised to take all such lawful actions and steps (including but not limited to entering into/executing such agreements and documents, appointing professional advisers and other parties, and complying with directives of any regulatory authority) deemed necessary to give full effect to the above-referenced resolutions.

“That the Company Secretary be and is hereby authorised to make all such filings, take all necessary lawful actions and/or steps to give effect to the above-referenced resolutions and comply with all relevant regulatory requirements.

“A member of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy in his/her/its stead. A proxy need not be a member of the Company. It is important to ensure that all proxy documents are properly stamped by the Commissioner of Stamp Duties and deposited at the Registrar’s Office, First Registrars and Investor Services before the EGM commences.”