The Board of MRS Oil Nigeria Plc will, at the company’s Extraordinary General Meeting (EGM), request shareholders’ endorsement to voluntarily delist from the Nigerian Exchange Limited (NGX).
The decision to exit from the NGX was contained in the notice of an Extraordinary General Meeting to be held in Lagos on May 21, 2024.
The company will also seek shareholders’ approval for its Memorandum and Articles of Association (MemArts) to be modified to allow for a share buyback and share capital reduction.
This will be carried out in accordance with applicable laws and regulations at the discretion of the board.
It will also seek an understanding that following the conclusion of voluntary delisting and while the company remains public, the board is empowered to facilitate the admission of its shares on the NASD OTC Securities Exchange.
This action ensures compliance with the Securities and Exchange Commission (SEC)’s rules on trading in unlisted securities.
According to the statement signed by O.M Jafojo, Company Secretary, as part of special business, the company will request the shareholders 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 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 (the ‘Board’) 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 which 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 MemArts of the Company be amended upon completion of the share buyback and share capital reduction, to reflect the Company’s 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 in order 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.”
The company will also seek approval to authorise the board 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, complying with directives of any regulatory authority) deemed necessary to give full effect to the above-referenced resolutions.