GlaxoSmithKline Nigeria gives notice of court-ordered meeting

GlaxoSmithKline Consumer Nigeria Plc (NGX: GLAXO) has given notice of the date for its court-ordered meeting.

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The Federal High Court sitting in Lagos on November 6, 2023, directed that a meeting of the holders of the fully paid up ordinary shares of GlaxoSmithKline Consumer Nigeria Plc be convened for the purpose of considering and if thought fit, approving, with or without modification, a scheme of arrangement pursuant to Section 715 of the Companies and Allied Matters Act, 2020 between the Company and the Holders of the fully paid up ordinary shares of 50 Kobo each in the Company.

The Meeting will be held on Tuesday December 5, 2023 at Shell Zenith Hall, MUSON Centre, 8/9 Marina, Onikan, Lagos at 11.00 a.m. or soon thereafter, at which place, and time Shareholders are requested to attend. Copies of the Scheme Document containing details of the Scheme as well as the Court-Ordering convening the Meeting have been made available to Shareholders.

At the Meeting, the following sub-joined resolution will be proposed and if thought fit passed as a special resolution of the Company:

“That:

The Scheme of Arrangement dated Monday November 6, 2023 a printed copy of which has been produced
for the Meeting and (for purposes of identification only) signed/endorsed by the Chairman be and is hereby approved;
The distributable reserves of the Company be increased by N2,000,000,000 (two billion Naira) as a result of the capital contribution by GSK of a portion of its trade debts;
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 N17.42 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 be delisted from the Daily Official List of the Nigerian Exchange Limited upon the Scheme becoming effective;
On the Capital Return Date (as defined in the Scheme Document), the Company shall return all the remaining share capital of the Company set out in the FY2023 audited financial statements to the Shareholders in exchange for the 1,195,876,488 ordinary shares of 50 Kobo each of the Company held by the Shareholders and the shares hereby cancelled;
Following the Capital Return Date, the share capital of the Company shall be cancelled and new shares representing N100,000.00, comprising 200,000 shares of 50 Kobo each, shall be created and allotted to the Trustee and which shall be cancelled on the Long Stop Date (as defined in the Scheme Document) of the Scheme;
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;
All Shareholders be and are entitled to receive a further Final Payment (as defined in the Scheme Document), if any, as a cash distribution in proportion to their shareholding, subject to the Company discharging all known liabilities and obligations determined as at the Long Stop Date (as defined in the Scheme Document);
Pursuant to (8) above, FBNQuest Trustees Limited be authorized to carry out – on behalf of the Company – all matters pertaining to the Scheme, including but not limited to the settlement of payment to creditors and any Final Payment, should there be any such matters remaining outstanding and uncompleted as at the Capital Return Date;
The Company shall be dissolved without being wound up no later than the Long Stop Date, being no later than the second anniversary of the Effective Date, or any other date approved by the Court;
The Board of Directors of the Company be and is hereby authorised to do all such things and take all such actions as are required to give effect to the Scheme, including consenting to any modifications of the scheme of arrangement or any conditions that the Securities and Exchange Commission, or the Federal High Court or any other regulatory authority may think fit to approve or impose.”

By the said Order, the Court has appointed the Chairman of the Board of Directors, Mr. Edmund Onuzo, or failing him, Mr. Kunle Oyelana, a director of the Company or failing them both, any other director appointed in their stead by the Shareholders present at the Meeting to act as Chairman of the said Meeting and has directed the Chairman of the Meeting to report the results thereof to the Court.

Voting at the Meeting will be by poll. Shareholders may vote in person, or they may appoint a proxy (whether a Shareholder or not) to attend the Meeting and vote in their stead. In addition to the questions that Shareholders can ask at the Meeting, the Shareholders may submit questions on the Scheme to the Company prior to the date of the Meeting. All such questions must be submitted to the Company Secretary on or before 5.00 p.m. on Monday December 4, 2023.

Investogist reported in August that the Board of Directors of GLAXO has notified its shareholders, stakeholders and investing public that the company would cease operations in the country.

In a corporate announcement on Friday, the company notified the Nigerian Exchange Limited, its shareholders and other stakeholders that it has received Securities & Exchange Commission’s (“SEC’s”) ‘’No Objection’’ to propose a Scheme of Arrangement to shareholders for the dissolution of GSK’s business.

All the Company’s shareholders – except GSK UK (whose shares are held through its wholly owned subsidiaries, Setfirst Limited and SmithKline Beecham Limited) – are to receive a total cash distribution of N17.42 per share for every share held in the Company.