MRS Oil seeks shareholders’ approval to delist from NGX

MRS Oil Nigeria Plc has announced plans to seek shareholders’ approval to voluntarily delist from the Nigerian Exchange Limited (NGX).

The decision to exit from the NGX was disclosed in a notice filed on the exchange and signed by O.M Jafojo, the company’s secretary, on Tuesday.

The company plans to delist its shares from NGX and list them on the National Association of Securities Dealers (NASD) OTC Securities Exchange.

NASD is a trading marketplace that does not operate like a traditional stock exchange, with all registered securities traded over the counter (OTC) — leveraging a broker-dealer network.

MRS Oil said it will hold its extraordinary general meeting (EGM) in Lagos on May 21 to vote on the proposed exit.

According to the company, shareholders will consider, and if thought fit, pass, with or without modification, that “the voluntary delisting of all the Company’s issued shares from the daily official list of Nigerian Exchange Limited (the “Voluntary Delisting”) be and is hereby approved”.

The company said the approval will be on “terms and conditions (including but not limited to timing of implementation, arrangements for dissenting shareholders (if any) and the fulfilment of specific conditions precedent to effectiveness (if any), that the Board of Directors of the Company (the “Board”) deems appropriate in connection with the Voluntary Delisting; and subject to obtaining all requisite regulatory approvals”.

Shareholders would also vote on amending the memorandum and articles of association (MemArts) of MRS Oil to authorise the company to undertake a share buyback and share capital reduction.

“That the Company be and is hereby authorized to undertake a share buyback and share capital reduction in connection with any of its issued shares which may be purchased from dissenting shareholders where necessary as a consequence of the Voluntary Delisting; on such terms and conditions, in such volumes and at such times as the Board deems fit; subject to, and in accordance with, applicable laws and regulations,” MRS Oil said.

“That the MemArts of the Company be amended upon completion of the share buyback and share capital reduction, to reflect the Company’s updated share capital.

“That upon conclusion of the Voluntary Delisting, and whilst the Company remains a public limited liability company, the Board be and is hereby authorized to take all such action as may be required, to admit the Company’s shares on the NASD OTC Securities Exchange in order to ensure that dealings in the Company’s shares are implemented in accordance with the Securities and Exchange Commission’s Rules on Trading in Unlisted Securities.”

MRS Oil said it would also seek approval to authorise the board to take all such lawful actions and steps — including but not limited to entering into/executing such agreements and documents, appointing professional advisers and other parties, complying with directives of any regulatory authority — deemed necessary to give full effect to the above-referenced resolutions.

The company added that it intends to seek approval for authorising the company secretary to make all such filings, take all necessary lawful actions to give effect to the above-referenced resolutions and comply with all relevant regulatory requirements.