Shareholders Stop PZ Cussons From Reducing Its Capital Share During the 74th Annual General Meeting

Shareholders of PZ Cussons Nigeria Plc have announced their cancellation of the resolutions agreed upon during the 74th Annual General Meeting, where they all decided on a cut in the company’s share capital.

The recent decision by the shareholders was passed at the 75th Annual General Meeting (AGM) held in Abuja, according to a statement filed with the Nigerian Exchange Limited on Tuesday.

The cancellation of the resolutions came months after PZ Cussons Nigeria published that its majority shareholder, PZ Cussons (Holdings) Limited, offered to acquire shares held by other shareholders.

The company initially proposed to pay minority shareholders the sum of N21 per unit. However, an upward review was announced in November, and minority shareholders are expected to be paid N23 per unit of share.

The PUNCH reports that at the latest AGM, the company laid the Audited Financial Statements for the year ended May 31, 2023, before the shareholders. They unanimously passed the resolutions to cancel ‘the shareholders’ resolutions passed at the Annual General Meeting held on 25 January 2023, resolving that the share capital of the company be diminished from N4,000,000,000 divided into 8,000,000,000 ordinary shares of 50 kobo each to N3,970,477,045 divided into 7,940,954,090 ordinary shares of 50 kobo each by canceling 59,045,910 unissued ordinary shares of 50 kobo each.

Original Statement

• The share capital of the company will be diminished from N2,000,000,000 divided into 4,000,000,000 ordinary shares of 50 kobo each to N1,985,238,552.50 divided into 3,970,477,045 ordinary shares of 50 kobo each by the cancellation of 29,522,955 unissued ordinary shares of 50 kobo each.

The resolution on the amendment of the Memorandum of Association of the Company and Clause 3 of the Articles of Association is expected to reflect on the new share capital of the company after the announcement of the cancellation of the unissued shares.

It was also reported that the PZ board said it would consider the share buyback offer despite the company's challenges in obtaining foreign currencies to pay its trade debts and other creditors and its dependence on the PZ Cussons Group for financial support.

In its September notice on the share buyback, the company said that the PZ Cussons Group believed that the transaction was necessary to enable them to significantly simplify and strengthen operations in Nigeria, creating the foundations for the Nigerian business to deliver against its strategy and building a more agile and innovative business.