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NSE members pass demutualisation resolutions

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Members of The Nigerian Stock Exchange (NSE) have passed requisite resolutions for the demutualisation of The Exchange at a Court Ordered Meeting (COM) and an Extraordinary General Meeting (EGM) in Lagos on Tuesday.

They gave the assent to the re-registration of the Exchange as Nigerian Exchange Group Plc; transfer of its securities exchange licence and other assets required to carry out the securities function to Nigerian Exchange Limited and the establishment of a separate subsidiary company, which would be called NGX Regulation Limited and would carry out the regulatory functions of the Exchange after the completion of the demutualisation process.

The members also signed the Demutualisation of The Nigerian Stock Exchange Bill into law in August 2018.

It will be recalled that the Securities and Exchange Commission of Nigeria (SEC) in a No Objection letter In December 2019, gave its consent to the NSE to hold the COM and EGM that would facilitate its conversion from a not-for-profit entity limited by guarantee into a profit-making, public limited liability company owned by shareholders.

At the EGM, it was concluded that the post-demutualisation bourse have a total share capital of one billion, two Hundred and fifty million Naira, comprising two billion and five hundred million ordinary shares of 50 kobo each to be registered with the Corporate Affairs Commission (CAC).

The one billion, nine hundred and sixty-four million, one hundred and fifteen thousand, nine hundred and eighteen ordinary shares were allotted to Dealing Members and Ordinary Members on the basis of a ratio of 78:22, respectively.

The provision of Claims Review Shares totalling 40,083,999 (Forty Million, Eighty-Three Thousand, Nine Hundred and Ninety-Nine) ordinary shares, representing 2% of the Issued Shares of Nigerian Exchange Group, will be set aside for allotment to parties who are adjudged as being entitled to shares in the demutualised Exchange

The transfer of the assets of NSE Consult Limited, NSE Nominees Limited and Coral Properties Limited – existing subsidiaries of The NSE – to the Nigerian Exchange Group Plc.

Following the COM, members reconvened for the EGM to determine the Board of Directors of the demutualised Exchange, and explore the implementation of an Employee Share Ownership Plan (ESOP). During the business of the day, the following Directors were nominated and appointed:

Otunba Abimbola Ogunbanjo – Chairman and Non-Executive Director

Mr. Oscar N. Onyema, OON – Chief Executive Officer and Managing Director

Dr. Umaru Kwairanga – Member and Non-Executive Director

Mrs. Fatimah Bintah Bello-Ismail – Member and Non-Executive Director

Mr. Oluwole Adeosun – Member and Non-Executive Director

Mr. Chidi Agbapu – Member and Non-Executive Director

Mr. Patrick Ajayi – Member and Non-Executive Director

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Dr. Okechukwu Crescent Itanyi – Member and Independent Non-Executive Director

Mrs. Nimi Akinkugbe – Member and Independent Non-Executive Director

Prof. Enase Okonedo – Member and Independent Non-Executive Director

Mr. Ikpobe Apollos Oghooritsewarami – Member and Independent Non-Executive Director

Mrs. Ojinika Nkechinyelu Olaghere – Member and Independent Non-Executive Director

Speaking at the EGM, President of the National Council, NSE, Otunba Abimbola Ogunbanjo, said, “I feel elated that 19 years after initiating the process to demutualize and on the 60th anniversary of the Exchange, we are close to achieving the goal. The successful demutualization of the Exchange was one of my main objectives when I assumed the Presidency of the Exchange and I am particularly happy it has been achieved during the life time of one of its founding fathers, Pa Akintola Williams. In telling the story of how we have achieved this milestone, we recognize the efforts of several actors involved in this project – including the management and staff of The Exchange, our members, professional advisers, the Federal Government of Nigeria, the Securities and Exchange Commission (SEC) and other capital market stakeholders – without whom it could not have become a reality.”

Commenting on the successful outcomes at the meetings, Chief Executive Officer, NSE, Mr Oscar N. Onyema said, “Today’s meetings move the demutualization process significantly forward and the positive outcomes affirm the great interest from members to support the pivotal restructuring of the exchange to become globally competitive. In furtherance of our plans, we will move to file the necessary resolutions from the COM and all other required documents at the CAC and SEC, obtain the Court Order sanctioning of the Scheme, complete all necessary registrations and seek the final approval from the SEC to ultimately demutualise.”

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