Shareholders of CAP, Portland Paints hold separate court meetings to approve merger

By Kayode Tokede

The shareholders of Chemical and Allied Products Plc and Portland Paints and Products Plc held separate court ordered meetings to approve their merger.

The shareholders of Chemical and Allied Products Plc held their meeting in Lagos at 10.00am while shareholders of Portland Paints and Products held theirs in the same venue at 12PM.

The document of the merger filed at the Nigerian Stock Exchange by Chemical and Allied Products said the shareholders duly approved that the company hereby authorised to allot up to 99,176,942 shares to the Scheme Shareholders who elect to receive the Share Consideration, and the shareholders hereby waive their pre-emptive rights to any such shares.

It said, “The Company be and is hereby authorised to, upon the Scheme becoming effective; pay the Cash Consideration of N2.90 to the Scheme Shareholders for each ordinary share of N0.50 held in Portland Paints as at close of business on the Terminal Date; or allot 1 ordinary share of N0.50 each in the share capital of CAP in exchange for every 8 ordinary shares of N0.50 each held in Portland Paints as at close of business on the Terminal Date, to all Scheme Shareholders that elect to receive the Share Consideration.

“In consideration of the payment by the Company of the Scheme Consideration to the Scheme Shareholders, the Company be and is hereby authorised to enter into a merger and business consolidation with Portland Paints such that, upon an order of the Court:

“ All assets, liabilities of Portland Paints including but not limited to real property, intellectual property rights, permits, credits, allowances, equipment and machinery, plant, fixtures and fittings, motor vehicles and businesses as at the Effective Date shall be transferred to the Company without further act or deed by the parties;

“All employees, undertakings, rights, powers and duties of a personal character, which could not generally be assigned or performed vicariously) of Portland Paints shall be transferred to the Company without further act or deed by the parties;

“All legal proceedings, claims and litigations pending or contemplated by or against Portland Paints be continued by or against the Company;

“ The entire share capital of Portland Paints shall be cancelled, and Portland Paints shall be dissolved without being wound up;

“All contracts of Portland Paints shall continue to be in force and effect in accordance with their respective terms and conditions, and CAP shall assume all rights and obligations of Portland Paints under all such contracts;

“All monies standing to the credit of Portland Paints at banks and with other debtors within and outside Nigeria be held to the credit of the Company.”