Shareholders of MRS Nigeria Limited have approved the voluntary delisting of the company’s shares from the Nigerian Exchange Limited (NGX). This decision was part of the resolutions passed at the Extraordinary General Meeting held on June 25, 2024, at the Civic Centre, Ozumba Mbadiwe Avenue, Victoria Island, Lagos.
In a notice to the Nigerian Exchange Limited and the investment community, MRS Nigeria stated that the Board of Directors has been authorized to determine the terms and conditions for the delisting, including timing, arrangements for dissenting shareholders, and obtaining regulatory approvals.
Additionally, shareholders approved amendments to the company’s Memorandum and Articles of Association to permit a share buyback and share capital reduction. The company was authorized to buy back shares and reduce share capital as needed, particularly for dissenting shareholders, in compliance with relevant laws and regulations. Following the buyback, the company’s Memorandum and Articles of Association will be updated to reflect the new share capital.
To ensure compliance with SEC rules on trading unlisted securities, the Board was authorized to list the company’s shares on the NASD OTC Securities Exchange after delisting from NGX.
The statement, signed by the company’s secretary, Mrs. O.M. Jafojo, detailed the special resolutions passed by shareholders:
- Approval of Voluntary Delisting: The voluntary delisting of all the company’s issued shares from NGX was approved, with the Board authorized to manage the terms, including timing, arrangements for dissenting shareholders, and regulatory approvals.
- Amendment of MemArts for Share Buyback: The Memorandum and Articles of Association were amended to authorize the company to undertake a share buyback and share capital reduction.
- Authorization for Share Buyback and Capital Reduction: The company was authorized to buy back shares and reduce share capital, particularly from dissenting shareholders, under terms and conditions deemed appropriate by the Board.
- Update of MemArts Post-Buyback: Upon completion of the share buyback and capital reduction, the MemArts will be amended to reflect the updated share capital.
- Listing on NASD OTC Securities Exchange: After delisting from NGX, the Board was authorized to list the company’s shares on the NASD OTC Securities Exchange to comply with SEC rules.
Shareholders also empowered the Board to take necessary actions to implement these resolutions, including entering into agreements, appointing professional advisers, and complying with regulatory directives.
MRS Nigeria closed its last trading day on NGX on June 27, 2024, at N135.00 per share. The company’s share price began the year at N105.00, marking a 28.6% increase in price valuation.
The decision to delist comes as part of MRS Nigeria’s strategic move to streamline operations and manage shareholder interests more effectively. By transitioning to the NASD OTC Securities Exchange, the company aims to maintain liquidity and ensure compliance with regulatory standards while focusing on long-term growth and value creation.