This letter is issued following the discussions at the Annual General Meeting (AGM) held on the 14th of October, 2020, where a resolution was passed amongst other business of the day, in favour of the proposal to delist the total of 360,595,262 ordinary shares of 11 Plc listed on the Nigerian Stock Exchange (the “Transaction”). The purpose of delisting is to enable the Company explore strategic opportunities, alliances and collaborations that can bolster earnings and/or provide synergized benefits with little or no regulatory obligations.
- Exit Provision
Shareholders who disapprove the delisting, can indicate their dissent through the registrar for appropriate consideration as stated in section 3 below.
- Exit Considerations
The interest of dissenting shareholders shall be bought by the Company for a consideration of N213.90 (Two Hundred and Thirteen Naira, Ninety Kobo Only) per ordinary share, being the highest price at which 11 Plc shares have traded, six (6) months preceding the notice of the AGM at which the resolution to delist was deliberated, as provided by the rules of the Nigerian Stock Exchange. The Financial Advisers and the Board, therefore consider this price fair and reasonable. Following the conclusion of the delisting process, 11 Plc will become an Unlisted Public Liability Company (PLC). Shareholders that intend to remain members of an unlisted 11 Plc shall be free to remain and there is no obligation to receive the exit Consideration.
- Historical Market Trading of 11 Plc
11 Plc is listed on the NSE with average daily trading volume of 48,272.22 shares and average daily value traded of N8,236,994.97 over the last 12 months. The chart below reflects the trading pattern of 11 Plc on the NSE within the six (6) months period preceding the date of notice of the AGM-17th of September, 2020.
- Conditions Precedent
The transaction is subject to the fulfilment of the conditions detailed below:
- Board of Directors resolution for the delisting of the Company.
- Resolution to voluntarily delist the company supported by at least 75% of members present and voting during the AGM
- SEC and NSE approval of the terms and conditions of the transaction.
Once the transaction is approved by both the Securities and Exchange Commission (SEC) and the Nigerian Stock Exchange (NSE), the shares of the company shall be expunged from the daily official list of the Exchange. Furthermore, all dissenting shareholders would be settled and cease to be shareholders of 11 Plc.
Under the Companies Income Tax Act Cap C21 LFN 2004, the implementation of the proposed delisting will not give rise to any taxation disadvantages to the Dissenting Shareholders, either with respect to capital gains tax or stamp duty. The Capital Gains Tax Act Cap C1 LFN 2004 exempts any gains realized by a person from a disposal of shares from capital gains tax.
Furthermore, the Stamp Duties Act Cap. S8 LFN 2004, exempts instruments for the transfer of shares from the payment of stamp duty. However, this statement is not intended to be, and should not be construed to be, legal or tax advice. Dissenting Shareholders who are in any doubt about their taxation position, or who are subject to taxation in a jurisdiction outside Nigeria, are strongly advised to consult their professional advisers without delay as to the consequences of the transaction in view of their circumstances.
- Meeting to Approve the Delisting
At the Annual General Meeting which held on the 14th of October, 2020, the shareholders of 11 Plc considered, thought it fit and approved the Voluntary delisting of 11Plc from the floor of the NSE.
- Effect of the Delisting
Upon the delisting of 11Plc, the shares of the Company will no longer be available for trading on the Main Board of the Nigerian Stock Exchange. It is envisaged that the delisted 11 Plc will continue its operations as an unlisted Public Company.
- Plan for Employees
The delisting will not have any impact on the existing employment contracts of its staff.
- Director Composition
The delisting will not have any impact on the composition of the Board of Directors of 11 Plc.
- Strategic Plans
11 Plc will be able to focus on revenue generation, consider strategic opportunities, alliances & collaborations; and tremendously shift from regulatory, administrative, and financial reporting regulations that companies listed on the Nigerian Stock Exchange must adhere to.
- Actions to be Taken
The indication of dissent against the delisting of the shares of 11 Plc. Shareholders who dissent, should complete the attached form and forward same to Greenwich Registrars & Data Solutions Limited located at 274 Murtala Muhammed Way, Alagomeji-Yaba, within the specified period.
At the conclusion of the delisting arrangements and receipt of clearance from the NSE, shareholders of 11 Plc that have opted to exit the Company will receive exit consideration in section 3 above.
The consideration to each dissenting shareholder shall be remitted by the Registrars through electronic transfer to the respective bank accounts provided in the attached form.
14.Statement of Financial Capability
Upon the expiration of the timeline to dissent (March 1, 2021), 11 Plc will set aside sufficient funds and provide evidence of funding to the Exchange, to demonstrate that it has the financial resources to settle any dissenting shareholder.
- Conclusion and Recommendation
The Board, having considered the terms and conditions of the proposed delisting, as well as the benefits thereof, believes that your interest and that of other stakeholders have been adequately provided for.
Hence, all dissenting shareholders should please indicate through the Registrar- Greenwich Registrars & Data Solutions Limited located at 274 Murtala Muhammed Way, Alagomeji-Yaba, Lagos by completing and forwarding the attached form from the effective date.