At the Extraordinary General Meeting (EGM) held on Thursday, March 13, 2025, at the Transcorp Hilton in Abuja, the Board of PZ Cussons Nigeria Plc proposed the following resolution to the shareholders as a special resolution:
To convert US$34.26 million (equivalent to N51.80 billion) of the outstanding intercompany loan owed by the Company to PZ Cussons (Holdings) Limited into equity.
That the Board of Directors (the Board) of the Company be and is hereby authorised to take all such lawful steps, pass all requisite resolutions and do all such other lawful acts and/or things as may be necessary for, incidental, supplemental and/or consequential to giving effect to the resolution above including without limitation, appointing relevant professional advisers and listing the new shares on Nigerian Exchange Limited; and that all prior lawful steps taken by the Board in the above regard be and are hereby ratified.
Following extensive deliberations, the majority shareholder through the Board proposed new terms of the Conversion as follows:
· Reduction of the loan amount is to be converted from US$34.3m to US$31m (N47.69bn at an exchange rate of N1538.68/US$ being the NAFEM rate as of 12 March 2025).
· The revised conversion price from N23.60 to N37.10 per share, the closing price on the Nigerian Exchange Limited as of 12 March 2025.
· Majority shareholder percentage shareholding post conversion – 79.81%.
Accordingly, the sub-joined resolutions were amended as follows:
· That US$31m (equivalent to N47.70bn) out of the outstanding intercompany loan owed by the Company to PZ Cussons (Holdings) Limited be converted into equity.
· That the Board be and is hereby authorised to take all such lawful steps, pass all requisite resolutions and do all such other lawful acts and/or things as may be necessary for, incidental, supplemental and/or consequential to giving effect to the resolution above including without limitation, appointing relevant professional advisers and listing the new shares on Nigerian Exchange Limited; and that all prior lawful steps taken by the Board in the above regard be and are hereby ratified.
The majority shareholder, being an interested party, did not vote on the resolution in compliance with the Rules of the Nigerian Exchange Limited.
On a vote by poll, 663 of the minority shareholders present in person or by proxies present at the meeting and holding 77,952,420 ordinary shares of 50 kobo each voted in favour of the motion as amended, while 12 of the minority shareholders present in person or by proxies holding 258,066,509 ordinary shares of 50 kobo each voted against it. Therefore, the resolution was not approved by the company’s shareholders.
