Shareholders approve MRS Oil’s delisting from capital market

Shareholders of MRS Nigeria Limited have approved the voluntary delisting of the company’s shares from the Nigerian Exchange Limited (NGX).

Following the delisting, the company whose market capitalization currently stands at N46.3 billion withdraw its shares from the equities market.

MRS Oil disclosed this in a notice to the NGX and the investment community recently and signed by its Company Secretary, Mrs O.M Jafojo.

According to the notice, the approval was part of the resolution passed at the Extraordinary General Meeting MRS Nigeria, held on June 25 at the Civic Centre, Ozumba Mbadiwe Avenue, Victoria Island, Lagos.

The Board of Directors was also authorized to determine the terms and conditions for the delisting, including timing, dissenting shareholder arrangements, and regulatory approvals.

It was also approved that the company’s Memorandum and Articles of Association would be amended to permit a share buyback and share capital reduction.

The company was also authorized to buy back shares and reduce share capital as needed, particularly for dissenting shareholders, in compliance with laws and regulations.

The notice read: “As part of special business, shareholders considered and passed, with or without modification, the following sub-joined resolutions as special resolutions:

“That the voluntary delisting of all the Company’s issued shares from the daily official list of Nigerian Exchange Limited (the “Voluntary Delisting”) be and is hereby approved, on such terms and conditions (including but not limited to timing of implementation, arrangements for dissenting shareholders (if any) and the fulfillment of specific conditions precedent to effectiveness (if any)), that the Board of Directors of the Company (the “Board”) deems appropriate in connection with the Voluntary Delisting; and subject to obtaining all requisite regulatory approvals.

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“That the Memorandum and Articles of Association (“MemArts”) of the Company be and are hereby amended to authorize the Company to undertake a share buyback and share capital reduction.

“That the Company is and is hereby authorized to undertake a share buyback and share capital reduction in connection with any of its issued shares which may be purchased from dissenting shareholders where necessary as a consequence of the Voluntary Delisting; on such terms and conditions, in such volumes and at such times as the Board deems fit; subject to, and in accordance with, applicable laws and regulations.

“That the MemArts of the Company be amended upon completion of the share buyback and share capital reduction, to reflect the Company’s updated share capital.

“That upon conclusion of the Voluntary Delisting, and whilst the Company remains a public limited liability company, the Board be and is hereby authorized to take all such action as may be required, to admit the Company’s shares on the NASD OTC Securities Exchange in order to ensure that dealings in the Company’s shares are implemented in accordance with the Securities and Exchange Commission’s Rules on Trading in Unlisted Securities”.

“Shareholders also authorized the Board to take all such lawful actions and steps (including but not limited to entering into/executing such agreements and documents, appointing professional advisers and other parties, and complying with directives of any regulatory authority) deemed necessary to give full effect to the above-referenced resolutions.”

By: Babajide Okeowo

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