Members of the Nigerian Stock Exchange (NSE) yesterday passed requisite resolutions for the demutualisation of the Exchange at a Court Ordered Meeting (COM) and an Extraordinary General Meeting (EGM), making the Exchange, a public liability company (Plc).
Also, the members approved the allotment of 1.964 billion ordinary shares to Dealing Members and Ordinary Members on the basis of a ratio of 78:22, respectively.
The members at the COM, in Lagos voted and assented to the re-registration of the Exchange as Nigerian Exchange Group Plc; the 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 to be charged with the regulatory functions of the Exchange post-demutualisation to be called NGX Regulation Limited.
Others are the total share capital being N1.250 billion comprising 2.500 billion ordinary shares of 50 kobo each to be registered with the Corporate Affairs Commission (CAC) and the provision of Claims Review Shares totalling 40.084 million ordinary shares, representing two per cent 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 and 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.
During the meeting, directors were nominated and appointed as Mr Abimbola Ogunbanjo, the chairman and non-executive director, Oscar Onyema, the CEO/managing director, among others.
Speaking at the EGM, president of the National Council, NSE, Otunba Abimbola Ogunbanjo, said, “In telling the story of how we have achieved this milestone, we recognise the efforts of several actors involved in this project including the management and staff of the Exchange, our members, professional advisers, the federal government, the Securities and Exchange Commission (SEC) and other capital market stakeholders without whom it could not have become a reality.”
Speaking on the successful outcomes at the meetings, chief executive officer, NSE, Oscar Onyema, said, “Today’s meetings move the demutualisation 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.”
He added that “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.”
Members of the NSE had approved the demutualisation scheme of the Exchange at an Extraordinary General Meeting (EGM) in March 2017. This was followed by the signing of the Demutualisation of the Nigerian Stock Exchange Bill into law in August 2018. In December 2019, the Securities and Exchange Commission of Nigeria (SEC) in a No Objection letter 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.