GSK Jumps by 29% Ahead of Court-Ordered Meeting

GlaxoSmithKline (GSK) Plc’s share price became more expensive ahead of a court-ordered shareholders meeting. Share price rose to N16.05 on Friday with total market value on the Nigerian bourse clicking at N19.19 billion on its 1.195 billion outstanding shares.

The pharmaceutical stock gained 29.44% over a week, from N12.4 to N16.5, according to data from the domestic bourse. Over the last seven trading sessions, the stock has gained 33% ahead of the scheduled meeting with the shareholders of the company.

MarketForces Africa reported that GSK Plc’s major shareholder’s plan to exit the Nigerian market, a development that led to angst among some non-controlling or minority interest holders who felt ‘short-changed’ amidst the ongoing rally in the stock market.

Last week, GSK told the Nigerian Exchange (NGX) that an order of the Federal High Court has directed that a meeting of the Holders of the fully paid-up ordinary shares of GlaxoSmithKline Consumer Nigeria PLC be convened.

The court ordered the meeting for shareholders and GSK Plc to consider and if thought fit, approve a scheme of arrangement pursuant to Section 715 of the Companies and Allied Matters Act, 2020. According to details obtained by MarketForces Africa, the meeting will be held on Tuesday, December 5, 2023 or soon thereafter.

At the meeting of shareholders, the court expects the following sub-joined resolution will be proposed and if thought fit passed as a special resolution. The Scheme of Arrangement dated Monday, November 6, 2023, a printed copy of which has been produced for the Meeting and  signed/endorsed by the Chairman be and is hereby approved; 

The company directors and shareholders are expected to meet to agree the distributable reserves of the company be increased by N2,000,000,000 as a result of the capital contribution by GSK of a portion of its trade debts.

The meeting seeks to obtain a resolution on the payment of N17.42 per share to shareholders for every share held in GSK within 10 days. This excludes Setfirst Limited and SmithKline Beecham Limited, who have notified the Company that they have elected not to receive their portion of the initial cash distribution.

The court expects the company and shareholders to agree that GSK Plc be delisted from the Daily Official List of the Nigerian Exchange Limited upon the Scheme becoming effective; 

On the capital return date, the company shall return all the remaining share capital set out in the FY2023 audited financial statements to the Shareholders in exchange for the 1,195,876,488 ordinary shares of 50 Kobo each of the Company held by the Shareholders and the shares hereby cancelled.

The meeting is required to agree that GSK shares be cancelled and new shares representing N100,000.00, comprising 200,000 shares of 50 Kobo each, shall be created and allotted to the Trustee and which shall be cancelled on the Long Stop Date as provided by the scheme of arrangement.

The meeting is also seeking a resolution that GSK Plc be re-registered as a private company from the Capital Return Date for the sole purpose of enabling the completion of all matters pertaining to the Scheme of Arrangement prior to the dissolution;

By the said Order, the Court also appointed the Chairman of the Board of Directors, Mr. Edmund Onuzo, or failing him, Mr. Kunle Oyelana, a director of the Company.

Failing both of them, the court expects any other director appointed in their stead by the Shareholders present at the meeting to act as Chairman and report the results thereof to the Court.  Naira Devaluation Deepens Economic Crisis in Nigeria