Minority shareholders of the Nigerian Bottling Company (NBC) Plc, weekend in Lagos at the Extra-Ordinary General Meeting ordered by the court strongly voted against delisting of the company from the Nigerian Stock Exchange (NSE) insisting that the company failed to evaluate the actual fair exit value of their shares.
But their vehement position could not stop the much needed approval to enable the company complete a process of delisting from the Exchange as majority shareholders capitalised on the provisions of Companies and Allied Matters Act (CAMA) to muster three-quarter in value of company shares held by those present.
A provision of the Act stipulates approval of the scheme of arrangement by a majority of the shareholders, representing not less than three-quarters (3/4) in value of the company’s shares held by those present and voting, either in person or by proxy at the meeting ordered by a court.
In other words, the vote of a shareholder who owns huge volumes of shares can neutralise hundreds of votes cast by other shareholders with lesser units of shares which was exactly what happened at the meeting.
Although minority shareholders voted against the proposals of the board to pay N47.00 per share as exit price to cancel out minority shareholders’ stake in the company, a couple of other shareholders with majority shareholdings voted in favour of the board’s decision.
Consequently, the poll result released by the company’s registrar showed that about 99.63 per cent, largely constituted by the majority shareholders voted in favour of the proposal to exit the Nigerian Stock Exchange.
However, the minority shareholders have threatened to proceed to court to compel the company to reverse the outcome of the meeting.
One of the minority shareholders, Mr. Nona Awoh, whose argument changed the tempo of the deliberations at the meeting, pointed out that the company deliberately glossed over certain salient issues in order to water down the exit value of the shares.
Awoh argued, that for instance, the company’s assets value imported into the balance sheet was that of distant past, about 35 years ago, and insisted that it was important to re-evaluate the assets of the company and determine its current worth.
He furthered argued that the arrangement empowered the company to take custody of unclaimed dividends of N455 million which in actual fact did not belong to the company.
“When all these are factored into the bargain, the fair price for exit point is at least N65 per share. Anything short of that amounts to short-changing the shareholders and we will go to any length to reclaim what belongs to us’, Awoh said with an air of finality.
The chairman of the meeting, Ambassador Olusegun Apata, appointed by the court, said that the scheme since it was initiated seven months ago, engaged in wide consultations involving all segments of shareholders.
He noted that the company had on December last year when it made announcement on the scheme proposed an exit price of N43 per share at a time when the share value in the stock exchange stood at N37 per share but upon consultations and consideration the company increased the terminal value to N47.00 per share which he considered to be fair to shareholders.
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