Members of the Nigerian Stock Exchange (NSE) have passed a resolution for the demutualisation of The Exchange at a Court Ordered Meeting (COM) and an Extraordinary General Meeting (EGM) held in Lagos.
At the COM, members voted and assented to the re-registration of the Exchange as Nigerian Exchange Group Plc; transfer of its securities exchange licence and other assets required to carry out the securities function to Nigerian Exchange Limited.
The meeting also assented to 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.
The total share capital would now be N1,250,000,000 (one billion two hundred and fifty million Naira) comprising 2,500,000,000 (Two billion and five hundred million) ordinary shares of 50 kobo each, to be registered with the Corporate Affairs Commission (CAC).
It also assented to the allotment of 1,964,115,918 (one billion, nine hundred and sixty-four million, one hundred and fifteen thousand, nine hundred and eighteen) ordinary shares to Dealing Members and Ordinary Members on the basis of a ratio of 78:22, respectively.
The provision of Claims Review Shares totalling 40,083,999 (forty million, eighty-three thousand, nine hundred and ninety-nine) ordinary shares, representing 2% 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
With the resolution, the transfer of the assets of NSE Consult Limited, NSE Nominees Limited and Coral Properties Limited – existing subsidiaries of The NSE – will move to the Nigerian Exchange Group Plc.
It would be recalled that the 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.
Following the COM, members reconvened for the EGM to determine the Board of Directors of the demutualised Exchange and explore the implementation of an Employee Share Ownership Plan (ESOP).
During the business of the day, 12 Directors were nominated and appointed with Otunba Abimbola Ogunbanjo, appointed Chairman and Non-Executive Director; Mr. Oscar N. Onyema, as Chief Executive Officer and Managing Director, amongst others.
Speaking at the EGM, President of the National Council, NSE, Otunba Abimbola Ogunbanjo, said, “I feel elated that 19 years after initiating the process to demutualise and on the 60th anniversary of the Exchange, we are close to achieving the goal.
“The successful demutualisation of the Exchange was one of my main objectives when I assumed the Presidency of the Exchange and I am particularly happy it has been achieved during the life time of one of its founding fathers, Pa Akintola Williams.”
Commenting on the successful outcomes at the meetings, Chief Executive Officer, NSE, said, “Today’s meetings move the demutualization 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.”