The Board Stanbic IBTC Plc will seek shareholders’ approval to establish a Debt Issuance Programme of up to ₦400 billion to issue diverse debt securities through various methods and terms, subject to the grant of all required approvals from the relevant regulatory authorities.
This was contained in the group’s notice of the Annual General Meeting seen by Nairametrics.
According to the notice, the company will also request that the directors are authorized to execute all necessary agreements and engage professional parties for the Company’s N400 billion Programme, including compliance with regulatory directives.
Additionally, to seek endorsement approve the ordinary resolution granting the Directors authority, contingent upon regulatory approval and Clause Seven of the Company’s Memorandum of Association, to raise additional equity capital of up to N150 billion via a Rights Issue or offer for subscription, with terms to be determined by the Directors.
The statement reads:
- “That subject to receipt of any required regulatory approvals and pursuant to Article One of the Company’s Articles of Association, the Directors be and are hereby authorised to establish a Debt Issuance Programme (the “Programme”) in an amount of up to ₦400,000,000,000 (four hundred billion naira) or such foreign currency equivalent thereof as the Directors may consider appropriate, for the purpose of issuing debt securities (to include senior unsecured or secured, subordinated, convertible, preferred, equity linked or such other forms of debt obligations) by way of public offering, private placement, additional tier one or tier two capital raising, investments, book building process or any other method, in tranches of such amounts and at such dates, coupon or interest rates and upon such terms and conditions as may be determined by the Directors, subject to the grant of all required approvals from the relevant regulatory authorities
- That the Directors be and are hereby authorised to enter into and execute all such agreements, deeds, notices and documents as may be necessary for or incidental to the Company’s ₦400 billion Programme and the Directors are also authorised to appoint all such professional parties necessary for or incidental to, the actualisation of the Programme, including, without limitation, complying with the directives of any regulatory authority.”
- To consider and if thought fit pass the following sub-joined resolutions as an ordinary resolution: 9.1 “That subject to receipt of any required regulatory approvals and pursuant to Clause Seven of the Company’s Memorandum of Association: a. The Directors be and are hereby authorised to raise additional equity capital of up to ₦150,000,000,000 (One Hundred and Fifty Billion Naira) by way of a Rights Issue or offer for subscription on such terms, tranches, conditions and dates as may be determined by the Directors.
- In the event of an under-subscription to any Rights Issue or Offer for Subscription, the Directors are authorised to offer the unsubscribed shares first to interested existing shareholders; and where following such offer, any portion of the shares, remain unsubscribed, then the Directors are hereby authorised to offer such unsubscribed shares that may be outstanding, to interested investors on similar terms to the Rights Issue or Offer for subscription”.
Other resolutions to be passed:
At the upcoming AGM, the shareholders will also have the opportunity to consider and pass the following special resolutions:
- That in accordance with Article Six of the Company’s Articles of Association, the Board of Directors (“the Board”) be and unconditionally authorised to exercise the power conferred on them by Article Six of the Company’s Articles of Association as may from time to time be varied so that, to the extent and in the manner determined by the Directors, the holders of ordinary shares in the Company may be permitted to elect to receive new ordinary shares in the Company, credited as fully paid, instead of the whole or any part of any cash dividends (including interim dividends) paid by the Directors or declared by the Company in general meeting (as the case may be) from the date this resolution is passed until the earlier of five years from the date of the passing of this resolution and the date on which the annual general meeting of the Company to be held in 2029 occurs.
- Directors be and are hereby authorised to issue such new Ordinary Shares and/or make such allotments of shares or approve any allotment proposals as may be deemed necessary and expedient to give effect to the above resolution, subject to obtaining the approvals of the relevant regulatory authorities.
- That Directors be authorised to enter into any agreement and/or execute any document necessary to give effect to the above resolutions; and
- That Directors be and are hereby authorised to appoint such professional parties and advisers and to perform all such other acts and do all such other things as may be necessary to give effect to the above resolutions, including without limitation, complying with the directives of any regulatory authority.
- That following the completion of the additional equity capital raise as contemplated in Clause 9 above, the Issued and Paid Up Share Capital of the Company be increased from ₦6,478,498,581.50 (six billion, four hundred and seventy eight million, four hundred and ninety eight thousand, five hundred and eighty one Naira, fifty kobo) divided into 12,956,997,163 ordinary shares of 50 Kobo each to a maximum of up to ₦8,250,000,000.00 (Eight billion, two hundred and fifty million Naira) by the creation of up to 3,543,002,837 (Three Billion, five hundred and forty three million, two thousand eight hundred and thirty seven) Ordinary shares of 50 Kobo each; such new shares to rank pari passu in all respects with the existing ordinary shares in the capital of the Company, among others.
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