GlaxoSmithKline (GSK) Consumer Nigeria Plc has announced a scheduled meeting with fully paid-up ordinary shareholders as ordered by a federal high court.
GSK said the meeting, which is scheduled for December 5, 2023, at Shell Zenith Hall, Muson Centre, Lagos state, plans to resolve distributable profit to shareholders, among other exit-related matters.
In August 2023, GSK Nigeria said it would cease operations after evaluating its operational options following its parent company, GSK UK, choosing to adopt a third-party distribution model for its pharmaceutical products.
GSK Nigeria said it was working with its advisers to agree on the next steps and plans to submit a scheme of arrangement to the Securities and Exchange Commission (SEC), which if approved, will see it return cash to shareholders except its parent company, GSK UK.
GSK SHAREHOLDERS TO VOTE ON EXIT COMPENSATION
In a statement on Tuesday, Frederick Ichekwai, the company’ secretary, said a federal high court in Lagos, on Monday, under the directive of Justice Y. Bogoro, ordered that the meeting be convened to consider the scheme of arrangement — and if thought fit, approve, with or without modification.
According to the statement, the GSK board will meet with stakeholders with the following sub-joined resolution which will be proposed, and if thought fit passed as a special resolution of the company;
“The distributable reserves of the Company be increased by 42,000,000,000 (two billion Naira) as a result of the capital contribution by GSK of a portion of its trade debts,” the company said in the statement.
“Other than Setfirst Limited and SmithKline Beecham Limited, who have notified the company that they have elected not to receive their portion of the Initial cash distribution, and, instead, to contribute their share of it, the shareholders of the company be paid 17.42 per share for every share held in the company within ten (10) business days of the effective date (as defined in the scheme document).
“The registrar of the company be and is hereby authorised to include the portion of the initial cash distribution that would have been payable to Setfirst Limited and SmithKline Beecham Limited to be paid to the other shareholders of the company in accordance with the scheme.
“That the Nigerian Exchange Limited (NGX) and Central Securities Clearing System Plc (“CSCS”) shall be notified and requested to terminate trading in the shares on the NGX with effect from the eligibility date (as defined in the scheme document).
“The shares of the company will be delisted from the daily official list of the NGX upon the scheme becoming effective.
“The company be re-registered as a private company from the capital return date (as defined in the scheme document), for the sole purpose of enabling the completion of all matters pertaining to the scheme of arrangement prior to the dissolution.”
At the meeting, GSK shareholders will vote in person or by a proxy who attend the meeting on their behalf.