257 Members Endorse NSE Demutualisation.
257 Members of The Nigerian Stock Exchange Tuesday passed requisite resolutions for the demutualisation of The Exchange at a Court Ordered Meeting (COM) and an Extraordinary General Meeting (EGM) in Lagos.
At the meeting , members unanimously voted and assented to, the re-registration of the Exchange as Nigerian Exchange Group Plc;
They also approved the transfer of its securities exchange licence and other assets required to carry out the securities function to Nigerian Exchange Limited,
The members also agreed on 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 Development will also see the total share capital being 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)
In addition, they approved 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
They also agreed on 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
Members also assented to, the transfer of the assets of NSE Consult Limited, NSE Nominees Limited and Coral Properties Limited – existing subsidiaries of The NSE – to the Nigerian Exchange Group Plc.
Following the conclusion of COM by 12 noon, members reconvened for the EGM by 1 pm, where they determined the Board of Directors of the demutualised Exchange, and explored the implementation of an Employee Share Ownership Plan (ESOP).
During the business of the day, Directors were nominated and appointed for the post demutualisation bourse:
The appointed directors are, Otunba Abimbola Ogunbanjo – Chairman and Non-Executive Director, Oscar Onyema, – Chief Executive Officer and Managing Director, Dr. Umaru Kwairanga – Member and Non-Executive Director and Mrs. Fatimah Bintah Bello-Ismail – Member and Non-Executive Director.
Others are, Oluwole Adeosun – Member and Non-Executive Director, Chidi Agbapu – Member and Non-Executive Director, Patrick Ajayi – Member and Non-Executive Director, Dr. Okechukwu Crescent Itanyi – Member and Independent Non-Executive Director and Mrs. Nimi Akinkugbe – Member and Independent Non-Executive Director.
Also, appointed as Director of the Nigeria Exchange group Plc, are Prof. Enase Okonedo – Member and Independent Non-Executive Director, Ikpobe Apollos Oghooritsewarami – Member and Independent Non-Executive Director, and Mrs. Ojinika Nkechinyelu Olaghere – Member and Independent Non-Executive Director.
President of the National Council, NSE, Otunba Abimbola Ogunbanjo, speaking at the EGM, said, “I feel elated that 19 years after initiating the process to demutualize and on the 60th anniversary of the Exchange, we are close to achieving the goal. The successful demutualization 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. In telling the story of how we have achieved this milestone, we recognize the efforts of several actors involved in this project – including the management and staff of The Exchange, our members, professional advisers, the Federal Government of Nigeria, the Securities and Exchange Commission (SEC) and other capital market stakeholders – without whom it could not have become a reality.”
Chief Executive Officer, NSE, Mr Oscar Onyema, commenting on the successful outcomes at the meetings, 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. In furtherance of our plans, we will move to file the necessary resolutions from the COM and all other required documents at the CAC and SEC, obtain the Court Order sanctioning of the Scheme, complete all necessary registrations and seek the final approval from the SEC to ultimately demutualise.”
Members of the NSE had approved the demutualisation scheme of the Exchange at an Extraordinary General Meeting (EGM) 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.
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