Tuesday, March 03,2020 /  03:10 PM / NSE   / HeaderImage Credit:  NSE

Members of TheNigerian Stock Exchange ("NSE" or "The Exchange") have passed requisiteresolutions for the demutualisation of The Exchange at a Court Ordered Meeting(COM) and an Extraordinary General Meeting (EGM). The meetings held on Tuesday,March 3, 2020 at The Grand Banquet Hall, Civic Centre, Ozumba Mbadiwe Avenue,Victoria Island, Lagos.

At the COM,members voted and assented to:

• The re-registration of the Exchange as Nigerian Exchange Group Plc;
• The transfer of its securities exchange licence and other assets required to carry out the securities function to Nigerian Exchange Limited,
• 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 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)
• 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
• 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 COM, members reconvened for the EGMto determine the Board of Directors of the demutualised Exchange, and explorethe implementation of an Employee Share Ownership Plan (ESOP). During thebusiness of the day, the following Directors were nominated and appointed:

• Otunba Abimbola Ogunbanjo - Chairman and Non-Executive Director
• Mr. Oscar N. Onyema, OON - Chief Executive Officer and Managing Director
• Dr. Umaru Kwairanga - Member and Non-Executive Director
• Mrs. Fatimah Bintah Bello-Ismail - Member and Non-Executive Director
• Mr. Oluwole Adeosun - Member and Non-Executive Director
• Mr. Chidi Agbapu - Member and Non-Executive Director
• Mr. Patrick Ajayi - Member and Non-Executive Director
• Dr. Okechukwu Crescent Itanyi - Member and Independent Non-Executive Director
• Mrs. Nimi Akinkugbe - Member and Independent Non-Executive Director
• Prof. Enase Okonedo - Member and Independent Non-Executive Director
• Mr. Ikpobe Apollos Oghooritsewarami - Member and Independent Non-Executive Director
• Mrs. Ojinika Nkechinyelu Olaghere - Member and Independent Non-Executive Director

Speaking at the EGM, President of the NationalCouncil, NSE, Otunba Abimbola Ogunbanjo, said, "I feel elated that 19 yearsafter initiating the process to demutualize and on the 60^thanniversary of the Exchange, we are close to achieving the goal. The successfuldemutualization of the Exchange was one of my main objectives when I assumedthe Presidency of the Exchange and I am particularly happy it has been achievedduring the life time of one of its founding fathers, Pa Akintola Williams. Intelling the story of how we have achieved this milestone, we recognize theefforts of several actors involved in this project - including the managementand staff of The Exchange, our members, professional advisers, the FederalGovernment of Nigeria, the Securities and Exchange Commission (SEC) and othercapital market stakeholders - without whom it could not have become areality."

Commenting on the successful outcomes at themeetings, Chief Executive Officer, NSE, Mr Oscar N. Onyema, OON said, "Today'smeetings move the demutualization process significantly forward and thepositive outcomes affirm the great interest from members to support the pivotalrestructuring of the exchange to become globally competitive. In furtherance ofour plans, we will move to file the necessary resolutions from the COM and allother required documents at the CAC and SEC, obtain the Court Order sanctioningof the Scheme, complete all necessary registrations and seek the final approvalfrom the SEC to ultimately demutualise."

Members of the NSE had approved thedemutualisation scheme of The Exchange at an Extraordinary General Meeting(EGM) in March 2017. This was followed by the signing of the Demutualisation ofThe Nigerian Stock Exchange Bill into law in August 2018. InDecember 2019, the Securities and Exchange Commission of Nigeria (SEC) in a NoObjection letter gave its consent to the NSE to hold the COM and EGM that wouldfacilitate its conversionfrom a not-for-profit entity limited by guarantee into a profit-making, publiclimited liability company owned by shareholders.

Related News

1. NSE Set to Hold Strategic Meetings As Demutualization Nears Completion
2. Proposed Scheme Of Arrangement Between The Nigerian Stock Exchange And Its Members
3. NSE Notifies of Court Ordered Meeting By FHC Lagos
4. NSE to Hold EGM on March 3rd 2020; Reveals Names of Inaugural Board Members Post-Demutualization
5. Nigeria Stock Exchange (NSE) Prepares For Demutualisation, Advises Brokers To "Combine"
6. NSE Demutualisation Crosses Major Hurdle As Buhari Signs Bill
7. An Insight to the Regulatory Issue Arising from the Demutualisation of the NSE
8. Members Approved NSE Demutualisation Process
9. NSE Announces Financial Advisers for Demutualisation​
10. Brokers call on SEC board to publish guidelines for demutualisation
11. Demutualisation of NSE may begin in Q2
12. SEC Inaugurates NSE’s Demutualisation Committee
13. SEC goes ahead with NSE demutualisation
14. ASHON writes SEC on Council Members, Demutualisation
15. NSE restructures ahead of demutualisation plans
16. NSE Demutualisation to be Concluded in 2012
17. Why a return to demutualisation would be a great relief
18. Demutualisation: Nobody will hijack NSE, Onyiuke
19. NSE DG leaves office November 2010, suspends demutualisation
20. Shareholder leader query NSEs proposed demutualisation