What is corporate restructuring?

Difference between internal and external?

External restructuring looks outwards while internal restructuring looks inward.

 

Applicable laws

• Companies and allied matters act
• Companies regulations 2012
• Investment and securities Act
• Security and Exchange Commission (consolidated) Rules 2013 (amended 2017)
• Nigerian stock exchange rules
• Sector-specific: BOFIA ,

 

Regulatory authorities

• Corporate affairs commission

 

External restructuring options

• Mergers and Acquisition
• Take over
• Cherry picking
• Purchase and Assumption
• Management Buy-in

MERGERS

Defined on s.119 (1) ISA 2007 – every merger is an amalgamation

 

How can a merger be achieved?

• Purchase or lease of shares, interest or assets of the other company in question,
• Amalgamation or other combination with the other company in question
• s119 (2) ISA 2007

 

 Reasons for mergers

• Synergy: the two companies are better together than they are apart
• Diversification
• Growth & expansion
• Increase supply-chain / market penetration
• Regulatory requirements

 

Pre-merger considerations

• Preliminary documentations
• Exclusivity agreements
• Memorandum of understanding
• Confidentiality agreements: in the course of discussing a lot of confidential information would be shared, they are not allowed to tell anyone else.
• Merger scheme

 

• Due diligence
• Legal due diligence
• Financial due diligence

 

 

Legal due diligence

• Business profile
• Material contracts: is there any outstanding contract
• Litigation/ claim analysis
• Intellectual property & technology issues: registered trademark , the kind of technology they employ in their transactions.
• Asset valuation & validation: are those assets encumbered, are there charges on the company.
• Employees: employee consideration. In most mergers theer becomes a duplication of functions, so you need to se how the employees would be handled their contract

 

CLASSIFICATION OF MERGERS

 

Horizontal mergers – “ competing entities” Rule 421 SEC rules

Vertical mergers – “ non- competing entities” or  “complimenting entities”.

Conglomerate mergers – “totally unrelated entities”.

 

Regulation of mergers

The following are exempted from SEC Regulation (R.424):

1. Holding companies acquiring shares solely for the purposes of investment
2. Small mergers: only required to inform SEC at the conclusion of the merger. – sop they have partial exemption from SEC requirement.

• An acquisition in a private/public unquoted company with assets or turnover below N500,000,000

 

CONSIDERATION OF MERGERS

SEC is the body saddled with the responsibility of considering mergers for approval

Federal competition and consumer protection bill 2017 – passed by national assembly awaiting presidential assent

A competition/anti-trust consideration

 

They ask the following questions:

• Will the merger substantially lessen or prevent competition or create market monopoly?
• If yes? Can it justified by ‘greater good’ideal?
• Can the merger be justified on grounds of public policy?
• Effect on employment
• Effect on sector
• Is any of the companies failing?
• Have shareholders been equally and sufficiently informed?

 

SECTOR-SPECIFIC APPROVALS

Banking sector – CBN approval

Petroleum industry – Ministerial Consent. See MONI PULO LIMITED V BRASS EXPLORATION UNLIMITED & 7 Ors (2012) 6 CLRN 15

Telecommunications sector – Nigerians Communications Commission (NCC)

Power Sector – NERC, power sector reform act

 

PROCEDURE FOR APPROVAL OF MERGER

These are the steps that the parties to a merger must comply with. The actual/steps procedure to be complied with depend on the category of the merger.

 

General merger procedure

• A pre-merger notification to SEC;
• File an application in the FHC seeking an order to convene a court –ordered meeting; there are two separate meeting s
• Following the resolution of the shareholdersat the court ordered n’/meeting, the applicants shall file with the commission a formal applications for approval of the merger ; after SEC approves the merger it must be sanctioned by the FHC  
• Comply with post-approval requirement
• Notification of merger to CAC

 

Categories of merges

• Small mergers
• Intermediate mergers, and
• Large Mergers

 

The total value of the two companies merging is calculated, there is an upper threshold and lower threshold, if the combined value is in between the thresholds, it is intermediate. If it is below the low threshold then its is a small merger, if its above the high threshold then it is large mergers. SEC is empowered to determine the threshold s 120 ISA. See 120(2) ISA

• The category…..

SEC rule says at or below N1,000,000,000 for lower threshold and at or above N5,000,000,000 for upper thresholds – rules 427 SEC rules

To calculate total value they use combination of assets or turnover or combination of assets and turnover but the turn over and assets must be in Nigeria – rule 427 SEC rules

 

SMALL MERGERS

In a small merger you are not mandated to give a pre- merger notification to SEC, you can but you don’t have to.

• No mandatory pre-merger notice unless SEC requires it to do so – within 6 months from commencement of implementation – competitions considerations & public policy justifications
• May implement the merger without SEC approval unless SEC requires it to notify it of the merger

Section 122 (1)(2)(3) of the ISA

 

INTERMEDIATE MERGERS

Intermediate mergers are those with a combined value of assets and turnover or combined value of turnover or assets in Nigeria is in between N1,000,000,000 and N5,000,000,000

 

LARGE MERGERS

Large mergers are those with a combined value of assets and turnover or combined value of turnover or assets in Nigeria at/above N5,000,000,000

 

 

The merger procedure explained

1. Preparation of merger scheme
2. File pre-merger notification with SEC

• Voluntary for small mergers
• Mandatory for intermediate & large mergers
  • Filing of required documents under R.426 SEC rules – also r. 425
  • Payments of N50,000 notification fee (per merging entity, so both parties have to pay)
  • Forward pre-merger notice to any trade union that represents a substantial number of its employees, or in the absence of same, to the employees or their representatives
  • Larger mergers are inspected by SEC at this stage.- at this stage SEC will appoint inspectors
  • SEC, if satisfied, will grant an approval-in-principle

3. Application to the FHC fro separate court-ordered meeting of merging entities - at each meeting a special resolution approving the merger(scheme) is to be passed

 

4. File a formal application fro approval of merger with SEC.

• To be accompanied by documents and requirements prescribed under R.429 SEC rules.
• At this stage, SEC will consider the merger in line with s121 of the ISA & 423 (2) SEC rule.

 

5. SEC decision on formal application:
6. Approve: where it approves it must issue a certificate of approval
7. Conditionally approve or – THEY MUST STATES THE REAODNS
8. Prohibit the merger

 

Intermediate merger: to be deliveredwithin 20 workingdays or an extension of 40 working days (a certificate must be issued for extension)

Larger merger: to be delivered within 40 working days

Deemed approval? N/A on large mergers. If a person applies to SEC after fulfilling all the pre-conditions and within 20 working days they don’t give the person feedback or they extended it and still didn’t get feedback, it is a deemed approval. and after don’t give

 

6. SEC refers decision to FHC for sanctioning.

This will happen when SEC approved the scheme wholly or continually.

A copy of court order to be published in newspaper as well

 

7. Comply with post-approvalrequirements.

File documents as required by rule 430 SEC Rules

• Statement of actual cost of scheme
• Notification of completion of merger (3 months)
• Post-merge report
• Publish court order in two daily newspaper

 

8. Mergernotification to CAC

• This shall be in compliance with regulation 53, companies regulations 2012

 

9. Post – merger inspection by SEC

• To be carried out three month after approval of the merger

 

REVOCATION OF MERGERS

The commission may revoke its own decision to approve a merger if:

1. Its decision was based on incorrect information for which a party is responsible
2. The approval was obtained by deceit

• An obligation attached to the decision has been breached

- s 127 ISA

 

DE-MERGERS

“Power to order the break-up of companies”

SEC has the power to order the break up of a company where it determines that the company’s existences raises competition and anti-trust concerns.

• Sec 128 ISA & rule 432 SEC rules

 

Procedure for DE-MERGERS

1. SEC shall communicate the basis of its observation/ finding to company in writing
2. Company has 30 days to responds to SEC’s notice
3. SEC shall review response, if unsatisfactory invite senior officers of company to defend their position
4. Communicate final decision to company
5. Forward its decision to FHC for sanctioning

 

ACQUISITIONS

Previously acquisition and mergers were the same thing in Nigerian law.

Definition

• “… The take over by one company of sufficient shares in another company to give the acquiring company control over that other company – Rule 421 SEC rules
• “… where a person or group of persons buys most (if not all) of a company’s ownership stake in order to assume control of the target company”- rule 433 SEC rules

 

DIFFERENCE BETWEEN A MERGER & AN ACQUISTION?

• Often used interchangeably
• However, while…..

MERGER = CONSOLIDATION

ACQUISITION = OWNERSHIP

 

SEC & ACQUISITIONS

“…. shall regulate acquisitions in private and public unquoted companies…” – rule 434

NOTE: na acquisition in a private/public unquoted company with assets or turnover below N500,000,000 is exempted from SEC regulation.

• Filing requirements for acquisitions
• Post acquisitions returns
• Treatment of dissenting shareholders
• Post-acquisition inspection

 

Acquisition is where majority of shares is bought in a private company while applies to private company Take over is when majority of shares of a public company is bought over. So acquisition is for private company, while take over is for public company. Buy majority of the shares

 

Requirements for SEC approval

The acquirer shall file a LETTER OF INTENTaccompanied by the following (R.434):

1. Two copies of draft information memorandum
2. Extracts of board resolution of both companies agreeing to acquisition
3. Extract of shareholder resolution approving acquisition
4. Share purchase agreement
5. A copy of no objection letter from relevant regulatory body (where applicable)
6. Certified CAC forms showing particulars of directors & allotment of shares of acquirer & acquiree
7. Certified true copy of MEMART
8. Certified copy of certificate of incorporation
9. Application fee of N50,000
10. Annual report and accounts for the preceding 5 years/ 3 years (private companies/infant companies)
11. Publication in at least two national dailies

 

CONTENT OF PUBLICATION

The publication shall contain ( R.435):

1. of paid up ordinary shares in target company
2. Total number & percentage of shares

• The price per share

1. The identity

 

Information memorandum

The information memorandum shall contain ( rule 436):

1. Background information to the acquisition – list and value of assets to be acquired, financial capability, parties etc.
2. The offer – consideration, acceptance mode, effect of acquisition on management and employees, treatment of dissentients etc.
3. The acquirer – history & business, share capital & ownership structure , three/five years financial summary
4. The acquiree – summary of claims and litigation
5. Effect of acquisition on relevant industry- line of operation of acquirer, analysis of market share post–acquisition etc.

 

 POST ACQUIISTION RETURNS – rule 437 SEC RULES

The following documents shall be forwarded to the commission

1. Executed share/ asset purchase agreement
2. Evidence of settlement of consideration

• Evidence of settlement of severance benefits of employees who may be adversely affected

 

Dissenting shareholders

“Treatment of dissenting shareholders shall be as contained in s.146&147 of the ISA 2007 or as amended”

• rule 438 SEC rules 2013

Same as in take overs

 

Treatment of dissenting shareholders

1. Within one month after acceptance of 90% worth of shares

• The acquiring company shall give notice to the dissenting offeree shareholder asking him to elect how to be paid

 

2. Within 20 days of the notice,

• The offeree shareholders is to communicate his election to the offeror/ acquiring company, otherwise it would be deemed that he is to be paid like others
• He shall surrender his share certificate to the offeror company

 

3. Within 20 days of expiration of the notice,

• The offeror company shall pay to the target company the amount it would have paid the dissenting members ,
• The offeree company holds such money in trust for dissenting member

4. Notice sent to dissenting shareholder shall be sent to SEC within ONE MONTH of its dispatch
5. Where the dissenting shareholder elects to be paid a fair value of his shares,

• The offeror company shall within 20 DAYS OF SUCH ELECTION apply to federal high court to determine the fair value of his shares
• The dissenting shareholders who elected for fair value can all be joined as parties and the decisions made are binding on all of them

6. The court may appoint an independent valuer to assist the court in fixing a fair value
7. The FHC shall make an order against the offeror company in favor of each dissenting offeree who made an election.

Where the court order payment or transfer to the other person to hold money in trust , this shall operate to divest the offeree company, the money or consideration …..

 

POST – ACQUITSION INSPECTION

“There shall be a post-acquisition inspection by the commissionthree (3) months after the approval of the application”

- Rule 439 SEC rules 2013

TAKEOVERS

 

“means the acquisition by any person of sufficient sharesin another company to give the acquiring company control over that other company”

- Section 117 ISA

 

Any person

• NATURAL PERSONS,
• CORPORATE PERSONS
• A Board Resolution approving the bid, signed by at least one director and the company secretary, shall accompany the bid

- Rule 445(2) SEC Rules 2013

 

Sufficient shares

• Determined by Law

            – Section 131 ISA

• Threshold(s) may prescribed by the Commission from time to time

            – Section 131 (1)(a) & (b) ISA

            – Rule 445(1) SEC Rules (As Amended)

 

TAKEOVERS DEFINED:

1. ACQUISITION OF SHARES, BY ANY PERSONIN A COMPANY:
• The shares so acquired must carry at least 30% of the voting rights in the company.
• May be acquired by a series of transactions over a period of time.
• In determining the quantum of voting rights, holdings/acquisition of “persons acting in concert” may be considered.

So once he attains a certain percentage of shares in the company he is mandated to make a take over bid in the company to the other shareholders.This is because he already has controlling shares in the company and he can make certain decisions, so the ISA mandates the making of a take over bid once control is established to allow the other shareholders leave in case they don’t like the decisions he would take.

 

1. INTEREST IN/ACQUISITION OF ADDITIONAL SHARES, BY ANY PERSON ACTING IN CONCERT, TO EXISTING HOLDING IN A COMPANY:

• The acquisition may be by acquirer/any person acting in concert with him
• The existing holding must not less than 30% but not more than 50%
• In determining the existing holding, holdings of “persons acting in concert” shall be considered.

 

• In any of the above scenarios, such person shall make a take over bid to the holders of any class of shares in the target company through an agent who shall be a Capital Market Operator – s. 131(1) ISA & r. 445(1) SEC
• If shares of the company are not divided into classes, all the shares shall be deemed to form a class – s. 132(4) ISA

TAKEOVER BIDS SHALL NOT BE MADE/REQUIRED TO BE MADE:

1. To fewer than twenty(20) shareholders representing 60% of members of the offeree.
2. Where shares to be acquired are that of a private company – s. 133(4) ISA

• However, where the private company was a public quoted company in the preceding 12 months, a bid shall be made. – Rule 445(1) SEC Rules(As Amended)

1. Acquisition by a strategic investor of more than 30% in a company through a duly executed private placement by an ailing company.
2. Acquisition of 30% in a company by virtue of an allotment made in accordance with disclosed proposal particulars in a prospectus provided:

• First Prospectus for IPO of Company
• Acquirer – promoter of prospectus & effects of his acquisition stated clearly in prospectus.
• Prospectus registered with SEC.

1. Acquisition through the conversion of convertible debt securities issued with approval of general meeting.
2. Where shares carrying 50% or more of the outstanding voting rights are held directly/indirectly by a SINGLE PERSON.
3. Where holders of shares carrying 50% or more of the outstanding voting rights of the company express their intention to reject any bids.

 

NON-COMPLIANCE WITH R. 445(1)

• Where an acquirer is unable make a bid as required, he is mandated by SEC to, within six(6) months, dispose of “sufficient shares” in the company to unrelated persons to bring it below the threshold.

Rule 445(7) SEC Rules 2013 (as Amended)

 

CONTENTS OF A TAKEOVER BID – see rule 446

1. The full names and addresses of the offeror
2. The maximum number of shares proposed to be acquired during the period specified in the bid
3. The price and terms on which the shares are to be acquired
4. Valuation method adopted in arriving at the price offered for the shares

 

PUBLICATION OF PROPOSED TAKEOVER BID

• At least two national daily newspapers
• The company’s website,
• On the floor of the Exchange on which its shares are listed or securities are traded.

- Rule 445(5) SEC Rules

 

WITHDRAWAL/LAPSE OF ANNOUNCED OFFER

• SUBSEQUENT PROHIBITION – R. 445(6)
• A successive 12-month period
• Cannot re-bid
• Cannot acquire any further voting shares unless authorized by Commission
• Acquire shares on more favourable terms than those in its lapsed offer until competing bids have lapsed or have been declared unconditional
• WITHDRAWAL? – R. 445(8)
• An announcement of same must be made.
• Shall be made within 48 hours of withdrawal.
• Shall be made by agent to the offer.
• Shall be me made in same newspapers where offer was published (stating reasons)
• Simultaneously the following in writing:
• Board of Target Company
• Target Company at its Registered Office
• Exchanges on which target co. shares are listed.

 

NON-COMPLIANCE WITH R. 445

• Any acquisition so made shall be void and rule 445(7) shall apply.
• In addition, a penalty of N1,000,000 on each culpable party and N5,000 for each day of continuing default.

- Rule 445(9) SEC Rules 2013

 

AUTHORITY TO PROCEED

• No takeover bid shall be made unless an authority to proceed has been granted and is in force.

- Section 134(1) ISA

• An investor/offeror who is required to make a takeover bid shall apply for same within three(3) business days of the acquisition.

• Rule 445(4) & 447(1) (b) SEC Rules (As amended)

 

APPLICATION FOR AUTHORITY TO PROCEED

The application shall be made by or on behalf of the offeror before the bid is made. It shall state the following:

1. The name and particulars of the bidder.
2. Particulars of proposed bid with supporting documents as required by SEC under these rules & regulations
3. Any other information required by SEC

 

APPLICATION DOCUMENTS – rule 447 SEC rules

1. Letter of Application (as above)
2. Two copies of Information Memorandum
3. A letter of no objection from relevant authority (where applicable)
4. A copy of Board and Shareholder resolutions of the offeror approving the Takeover
5. A copy of Certificate of Incorporation.
6. A copy of MEMART

A copy of letter by offeror appointing their financial adviser(s) to transaction

 

 

APPLICATION FOR AUTHORITY TO PROCEED

• An Authority to Proceed granted by SEC shall remain in force for three months – Rule 447(1).
• An application for renewal shall be made within 14 days from the date of expiration of initial grant, and
• It can only be renewed for a maximum period of one month. – Rule 447(2)(b)

1. 134(8) ISA

 

FAILURE TO ACT ON AUTHORITY

• The provisions of Rule 445(7) SEC Rules 2013, and
• The offeror shall be prohibited from acquiring shares in the target company for a period of 12 months thereafter.

- Rule 447(2)(c) SEC Rules

 

REGISTRATION OF BID

The offeror(s) shall lodge a copy of the bid with the Commission before it is dispatched.

• Rule 448(1) SEC Rules 2013

 

Upon the receipt of authority to proceed with the takeover bid, the following documents shall be filed:

1. Two (2) draft copies of takeover bid
2. Consent letters of directors and other parties to the transaction
3. CAC Form containing particulars of Directors of offeror
4. A draft newspaper publication of proposed takeover
5. A copy of any agreements entered into in the course of the transaction.
6. Annual report and accounts of offeror for the preceding five (5) years.
7. Payment of N50,000 Application Fee
8. Payment of SEC Fee based on transaction value.
9. Evidence of Source of Funds
10. Any other document as required by SEC

 

 

• The Commission shall register a bid if it is satisfied that it has complied with the provisions of the ISA & SEC Rules 2013
• Where unsatisfied, it shall refuse and notify the applicant accordingly
• Right of request for review by IST within 30 days of notice.

            - Rule 448(2),(3)&(4) SEC Rules

 

POST-TAKEOVER REQUIREMENTS

Within 7 days of the conclusion of the offer, the offeror shall file:

1. A schedule of target company shareholders who accepted the offer stating the volume and value of their shares.
2. Evidence of settlement of consideration.

- Rule 448(6) SEC Rules

 

POST-TAKEOVER INSPECTION

To be carried out by SEC not less than three(3) months after the registration of the bid.

- Rule 448(7) SEC Rules

 

DISSENTING SHAREHOLDERS

• “Treatment of dissenting shareholders shall be as contained in Sections 146 &147 of the ISA 2007 or as amended.”

 

SUMMARY: TAKEOVER PROCEDURE

1. Preparation of Takeover Bid
2. Application of SEC for Authority to Proceed (“ATP”) within three days of eligibility.
3. Publication of proposed bid
4. Upon grant of ATP, register proposed bid with SEC
5. Dispatch Bid
6. Comply with Post-Takeover Requirements

 

EXTERNAL RESTRUCTURING OF GROUP COMPANIES/OTHER RELATED TRANSACTIONS

• Restructuring of a group of companies and other related party transactions.
• Similar procedure with Mergers
• See Rules 441-444 SEC Rules
• R. 441 – Summary of Procedure
• R. 442 – Documentation of Application
• R. 443 – Requirements for Formal Approval
• R. 444 – Post Approval Requirements

 

 

PURCHASE & ASSUMPTION

• A corporate restructuring option aimed at rescuing investments in a moribund (failing) company.
• Investors purchase the liabilities of the failing company usually at an auction price and assume ownership of its assets.
• The purchased company is dissolved through a judicial sale of its assets and liabilities to purchasing company.

 

CHERRYPICKING

• Utilized for moribund companies as well
• Unlike P&As, the investor is not taking up the liabilities of failing company but is allowed to inspect its books and assets/operations/business activities to specifically select what it can rescue by integrating it into its own operation.

 

MANAGEMENT BUY-IN

• A corporate action involving the purchase of a controlling stake in a company by a management team from outside the company.
• Different from a Management Buy Out
• Position of Purchaser:
• MBO = within the company
• MBI = outside the company, so management outside the company is buying the *controlling shares in the company 

Rule 449

 

Note if they ask

Form / type = horizontal , vertical, conglomerate 

Category = small, intermediate, large

Mandatory – 30 – 50 %

Content of a takeover bid

 

23 March 2018

Auditor resigning would write a letter in his personal letter head

Note: In corporate law know that every letter has to be written pursuant to the relevant provision in CAMA. If you don’t know it, its better to leave it blank than to put the wrong section. RC number comes before “our ref, your ref”. complimentary close -  salutation is yours faithfully.

 

 

SHARON STONE

12 Ikoyi Drive, Ikoyi , Lagos

09087563451, This email address is being protected from spambots. You need JavaScript enabled to view it.

 

OUR REF:                                                                                          YOUR REF:

23 March 2018           

 

The Managing Director

ABC Plc,

15 Adeola Road,

GRA Ikeja,

Lagos.

Dear Sir,

LETTER OF RESIGNATION BROUGHT PURSUANT TO S 365 OF THE COMPANIES AND ALLIED MATTERS ACT

 

Introductory paragraph

 

BODY

Conclusion

 

 

Yours Faithfully,

(Sign)

Full Name

Your designation

Encl:

 

 

 

OYEWOLE GOLD LEGAL PRACTITIONERS

12 Ikoyi drive, Ikoyi, Lagos

081456780290, This email address is being protected from spambots. You need JavaScript enabled to view it.

www.oyewolegold.com

 

OUR REF                                                                                           YOUR REF:

23 March 2018

 

Registrar-General

Corporate Affairs Commission

Wuse 2 Garki,

Abuja.

Dear Sir,

 

LETTER TO OBTAIN CONSENT TO INLUDE “IBEJU LEKKI” IN NAME OF NEW SCAN CENTER PURSUANT TO S 30(2) OF THE COMPANIES AND ALLIED MATTER ACT

 

We write on behalf of Simon James and Tolu Ashogbon hereinafter referred to as ‘our clients’ who are desirous of forming a company with the name IBEJU LEKKI SCAN CENTER. Our clients who are promoters of the proposed health center humbly seek your consent to include “Ibeju Lekki” in the name of the scan center. They were made aware of the need to obtain this consent upon consulting us for advice. Enclosed with this letter is a copy of their

We await your favorable consideration of this application.

 

Yours faithfully,

(Sign)

Tinuade Oyewole

Senior Counsel

Solicitor to the promoters.

 

 

Never use the above subject matter refers in corporate and property. Your “f” has to be small letters in ‘Yours faithfully’

 

Draft a memorandum of association

FEDERAL REPUBLIC OF NIGERIA

COMPANIES AND ALLIED MATTERS ACT

……….(TYPE OF COMPANY)

MEMORANDUM OF ASSOCIATION

OF

…………..(NAME OF COMPANY)

 

The name of the company is ……..

The registered office of the company is situated in Nigeria

The objects for which the company is established is:

1.

2.

3.

4.to do all things necessary or incidental to the objects above.

The company is ……(type of company)…. The liability of the members of the company is ……

The nominal share capital of the company is ………… divided into ……….ordinary shares of …….each.

We the several persons whose names and addresses are subscribed hereunder are desirous of being formed into a company in pursuance to the memorandum of association and we respectively agree to take the number of shares set opposite our names

Name, address, description of subscribers	Number of shares taken	Signature of subscribers

Dated this …….day of…..20…..

WITNESSED BY

NAME:

ADDRESS:

OCCUPATION:

SIGNATURE:

 

 

Use of CAC 1A

Its used for PART A, B and C.

• It can be used for change of name
• It can also be used for change of status from private to public because although the main name might not change the name clause would change as its changing from “ABC ltd” to “ABC plc”

 

 

CAC 2.1 – is for post incorporation because now there’s CAC 1.1 which makes provision for filling in the details of the secretary

 

 

Draft the resolution for change of company secretary removing Mr Ola and appoint Mr Ade

 

ABC Plc

12 Ikoyi Road, Ikoyi, Lagos

08167890282, This email address is being protected from spambots. You need JavaScript enabled to view it.

www.ABCplc.com

OUR REF:                                                                                           YOUR REF:

 

RESOLUTION REMOVING MR OLA AS COMPANY SECRETARY PURSUANT TO S 296 OF THE COMPANIES AND ALLIED MATTERS ACT

 

At the board meeting of the company held on the 23^rd March 2018 at Eko Convention Centre it was the resolution of the board to remove Mr Ola as the company secretary following his failure to resign or make a defence within 7 days after notice was given.

It is also the decision of the board that Mr Ade be appointed as company secretary in his place.

Dated this 23^rd day of March 2018

……………………….                                               ………………………..

Director                                                                       Director

 

 

Draft the resolution increasing the authorized share capital of the company from N1,000,000 to N10,000,000

ABC Plc

12 Ikoyi Road, Ikoyi, Lagos

08167890282, This email address is being protected from spambots. You need JavaScript enabled to view it.

www.ABCplc.com

OUR REF:                                                                              YOUR REF:

 

RESOLUTION OF ABC PLC INCREASING ITS SHARE CAPITAL PURSUANT TO S 102 OF THE COMPANIES AND ALLIED MATTERS ACT AND REGULATION 29 OF COMPANIES REGULATIONS 2012

 

At the extra-ordinary general meeting of the company held on 23^rd day of March 2018 at Eko hotel the company passed a special resolution to increase the authorized share capital of the company from N1,000,000 divided into 1,000,000 ordinary shares of N1 each to N10,000,000 by an addition of N900,000 divided into 900,000 ordinary shares of  N1 each with each share ranking pari passu with the existing ordinary class of shares

 

Dated this 23^rd day of March 2018

……………………….                                                                         ………………………..

Director                                                                                      Secretary

 

 

ABC plc borrowed from Xyz plc and they used their plant and machinery at 1, abc close, sambisa forest

Deed of mortgage debenture is dated 23^rd March 2018. Type of charge mortgage debenture

Fill CAC 8

 

The company limited by guarantee has special clause – see s27(4)

Draft the memorandum of a company limited by guarantee. It doesn’t have share capital. Learn s 27, it must be in order. After 27 (f), go to s27 (4)(a)&(b) and reproduce it. 

Draft the memorandum of Abc limited in guaranty

Know how to draft the special clause in a constitution

Know how to draft partnership agreement