Portland Paints gets court approval to merge with CAP Plc

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Portland Paints and Products Nigeria Plc on Tuesday announced plans to transfer all its rights liabilities and business undertakings, including real property and intellectual property to Chemical Allied Products (CAP) Plc.

This followed the approval of the proposed merger plan between CAP Plc and Portland Paints Plc by the Federal High Court, Lagos.

In a statement sent to Nigeria Stocks Exchange on Tuesday, Portland paints said upon approval by the shareholders at the court-ordered meeting on February 18, the subjoined resolutions of the merger agreement would be effected.
In the arrangement, all employees and undertakings rights, powers, and duties of a personal character, which could not generally be assigned or performed vicariously will be transferred to CAP Plc.

The statement read: “The entire share capital of the company shall be cancelled, and the company shall be dissolved without being wound up.”

Portland Paints also revealed plan to transfer all monies in its accounts in banks and with other debtors within and outside Nigeria to CAP Plc.

Overview of the Scheme Merger and options offered to shareholders
Specta

For the purpose of giving effect to the Merger as would be agreed between the Company and the Holders of the Fully Paid Ordinary Shares of Portland Paint Plc and Chemical and Allied Products PLC at the court-ordered meeting, shareholders of Portland Paint Plc at the close of business on the Terminal Date shall be offered the option:

To receive a Cash Consideration of N2.90 for each ordinary share of N0.50 held in Portland Paints as at close of business on the Terminal Date.
Or be allotted 1 ordinary share of N0.50 each in the share capital of CAP (credited as fully paid) in exchange for every 8 ordinary shares of N0.50 each held in Portland Paints.

Implied impact of the Scheme Merger between CAP and Portland Paints

Upon the Scheme becoming effective, the following modification shall be made:

  • All assets and liabilities of Portland Paints including but not limited to real property, intellectual property rights, permits, credits, allowances, equipment and machinery, plant, fixtures and fittings, motor vehicles and businesses, shall be transferred to CAP.
  • All employees and undertakings rights, powers and duties of a personal character, which could not generally be assigned or performed vicariously, of the Company shall be transferred to CAP.
  • All legal proceedings, claims and litigations pending or contemplated by or against the Company be continued by or against CAP.
  • The entire share capital of the Company shall be cancelled, and the Company shall be dissolved without being wound up.
  • All contracts of the Company shall continue to be in force and effect in accordance with their respective terms and conditions, and CAP shall assume all rights and obligations of the Company under all such contracts.
  • All monies standing to the credit of the Company at banks and with other debtors within and outside Nigeria be held to the credit of CAP.

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