Delisting Plan: 11Plc to Buy Dissent Shareholders Interests at ₦213.90/s
For any of its shareholders that do not agree to voluntary delisting plan, 11Plc (Formerly Mobil) has set an exits price of ₦213.90 per share as exit consideration to buy dissents interest in the company.
The company hinted the market about its move to delist voluntarily following the discussions at the Annual General Meeting (AGM) held on the 14th of October, 2020.
The company’s shareholders considered, thought it fit and approved the voluntary delisting of 11Plc from the floor of the NSE.
At the meeting, a resolution was passed amongst other business of the day, in favour of the proposal to delist the total of 360,595,262 ordinary shares of 11 Plc listed on the Nigerian Stock Exchange.
The Board said the purpose of delisting is to enable the company explore strategic opportunities, alliances and collaborations that can bolster earnings and/or provide synergized benefits with little or no regulatory obligations.
Thus, 11 Plc stated that shareholders who disapprove the delisting, can indicate their dissent through the registrar for appropriate consideration.
Exit Considerations
11Plc said the interest of dissenting shareholders shall be bought by the Company for a consideration of N213.90 per ordinary share.
This being the highest price at which 11 Plc shares have traded six months preceding the notice of the AGM at which the resolution to delist was deliberated, as provided by the rules of the Nigerian Stock Exchange.
“The Financial Advisers and the Board, therefore consider this price fair and reasonable. Following the conclusion of the delisting process, 11 Plc will become an unlisted public liability company”, it stated.
Meanwhile, the company indicates that shareholders that intend to remain members of an unlisted 11 Plc shall be free to remain and there is no obligation to receive the exit Consideration.
The statement reads that 11 Plc is listed on the NSE with average daily trading volume of 48,272.22 shares and average daily value traded of ₦8,236,994.97 over the last 12 months.
Explaining further, the Board stated that under the Companies Income Tax Act Cap C21 LFN 2004, the implementation of the proposed delisting will not give rise to any taxation disadvantages to the Dissenting Shareholders, either with respect to capital gains tax or stamp duty.
It noted that the Capital Gains Tax Act Cap C1 LFN 2004 exempts any gains realized by a person from a disposal of shares from capital gains tax.
Furthermore, the Stamp Duties Act Cap. S8 LFN 2004, exempts instruments for the transfer of shares from the payment of stamp duty.
However, 11Plc said this statement is not intended to be, and should not be construed to be, legal or tax advice.
It advised that dissenting Shareholders who are in any doubt about their taxation position to consult their professional advisers.
Upon the delisting of 11Plc, the shares of the company will no longer be available for trading on the main Board of the Nigerian Stock Exchange.
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However, it is envisaged that the delisted 11 Plc will continue its operations as an unlisted Public Company.
Meanwhile, the management said the delisting will not have any impact on the existing employment contracts of its staff or impact composition of the Board of Directors of 11 Plc
With the decision to delist, the Board stated that 11 Plc will be able to focus on revenue generation, consider strategic opportunities, alliances & collaborations; and tremendously shift from regulatory, administrative, and financial reporting regulations.
11Plc said at the conclusion of the delisting arrangements and receipt of clearance from the NSE, shareholders of 11 Plc that have opted to exit the Company will receive exit consideration.
“The consideration to each dissenting shareholder shall be remitted by the Registrars through electronic transfer to the respective bank accounts provided”, it added.
11Plc said upon the expiration of the timeline to dissent (March 1, 2021), 11 Plc will set aside sufficient funds and provide evidence of funding to the Exchange, to demonstrate that it has the financial resources to settle any dissenting shareholder.
Delisting Plan: 11Plc to Buy Dissent Shareholders Interests at ₦213.90/s
