FTN Cocoa Processors Plc on August 11 held its Extra-Ordinary General Meeting (EGM) in Lagos where resolutions presented before the members of the Company were taken as a single resolution and was unanimously passed.
Among other resolutions, the shareholders at the meeting authorized for the Board of directors of the Company, subject to obtaining the approval of the relevant regulatory authorities, to raise capital of up to N1.4billion, on such terms and conditions and at such time, as the Board may deem fit or determine.
The Board of FTN Cocoa Processors Plc was also authorized to offer shares to the shareholders, in compliance with the requirements of the Companies and Allied Matters Act No. 3 of 2020 (as amended), in the first instance on such terms and conditions as the Board deems fit, via a rights issue or any other method approved by the relevant regulatory authorities.
The shareholders authorized the Board of the company to apply amounts outstanding under any convertible loan, shareholder loan or other loan facilities due to any person, from the Company, as may be agreed between the person and the Company, towards payment for any shares to be subscribed for and allotted to such person under the rights issue or any other method approved by the relevant regulatory authorities for the offer to the shareholders.
The Board also got shareholders authority to, subject to obtaining all requisite regulatory approvals, allot by way of private placement/debt to equity conversion, shares outstanding from the Capital Raise to the extent not taken up by the shareholders of the Company to OH Origins Global Commodities Inc. of No.1, Gateway Center, Newark New Jersey 07102, USA (OH Origins), at a price not below the price offered to the shareholders and on such terms and conditions and at such time, as the Board may deem fit or determine in consideration for liquidation of the debt owed by the Company to OH Origins.
Also at the Extra-Ordinary General Meeting, the Board of Directors of FTN Cocoa Processors Plc was authorized (to the extent that the entire capital is not raised by the shareholders and by OH Origins) to raise the outstanding capital by way of public offering or any other method(s) or combination of methods, as the Board may deem fit including through the issuance of shares, convertible or non-convertible securities, loan notes or such other instruments, in such tranches, series or other proportions and on such terms and conditions, including through a book-building process (where required), as may be determined by the Board, subject to obtaining all required regulatory and/or contractual approvals.
The Board was also authorized by the shareholders to do all such lawful things as is required to give effect to the above resolutions, including without limitation, the appointment of professional advisers, execution of agreements, deeds, notices and other transaction documents; and all acts carried out by the Board hitherto in connection with the above.