BusinessDay

FTN Cocoa to seek shareholders’ approval for N1.4bn capital raise

Shareholders of FTN Cocoa Processors Plc will meet on Wednesday August 11, 2021 for the company’s Extra-Ordinary General Meeting (EGM). At the meeting which holds in Lagos, the shareholders are expected to consider, approve with or without modification, some resolutions which include for the board of directors of the Company to obtain 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.

FTN Cocoa Processors Plc is into processing of cocoa beans and palm kernel. Its shares trade at a new low of 38kobo on the Nigerian Exchange Limited (NGX), down from 52-week high of 97kobo per share. With a market capitalization of N836million, the company’s shares outstanding are 2.2billion units.

Read also: Nigeria’s cocoa export receives boost with NIRSAL’s N1.15bn credit guarantee

At the Extra-Ordinary General Meeting next month, the shareholders of the company will be expected to authorize the Board in compliance with the requirements of the Companies and Allied Matters Act No. 3 of 2020 (as amended) to offer shares to the shareholders 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 company will also seek shareholders’ approval for the Board to apply amounts outstanding under any convertible loan, shareholder loan or other loan facility 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.

Also at the EGM, the Board of FTN Cocoa Processors Plc will seek 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, 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 Global Commodities Inc.

To the extent that the entire capital is not raised by the shareholders and by OH Origins Global Commodities Inc, the Board of FTN Cocoa Processors Plc will seek approval of shareholders 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 nonconvertible securities, loan notes or such other instruments, in such tranches, series or other proportions and on such terms and conditions, including through a bookbuilding process (where required), as may be determined by the Board, subject to obtaining all required regulatory and/or contractual approvals.

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