At the meeting, the members considered and duly passed the following resolutions:
That, the Scheme of Arrangement as contained in the Scheme Document dated 20 April 2023, with or subject to such modification, addition or condition agreed at the Meeting and/or approved or imposed by the Securities and Exchange Commission (“SEC”) and/or the Court, a print of which has been submitted at the Meeting and, for purposes of identification, endorsed by the Chairman, be and is hereby approved;
That, subject to the sanction of the Court and delivery of the sanction for registration at the Corporate Affairs Commission:
As consideration for the transfer of the Scheme Shares (as defined in the Scheme Document), each Scheme Shareholder (as defined in the Scheme Document) shall receive N17.88 per Scheme Share held by such Scheme Shareholder;
As a result of the Scheme, the legal and beneficial ownership of the Scheme Shares be transferred to Ignite Investments & Commodities Limited;
That, the Board of Directors of the Company be and are hereby authorised to consent to any modifications of the Scheme of Arrangement that the SEC and/or the Court may deem fit to impose and approve;
That, the Board of Directors of the Company be and are hereby authorised to take all actions deemed necessary to give effect to the aforementioned resolutions of the Company or as may become necessary to put the Scheme of Arrangement into effect; and
That, the Solicitors of the Company be directed to seek orders of the Court sanctioning the Scheme and the foregoing resolutions, as well as such incidental, consequential and supplemental orders as are necessary or required to give full effect to the Scheme.
