NGX Group steps down N35 billion proposed capital raise as Ogunbanjo resigns as Board Chairman

The Nigerian Exchange Group Friday, stepped down plans to raise N35 billion Naira proposed for business expansion.

The resolution was passed at the NGX 61st Annual General Meeting (AGM) which was held in Lagos.

The reason put forward by shareholders for suspending the capital raising, “was to allow for wider consultations and further engagement with shareholders”, a release by the NGX said.

The Shareholders also accepted the voluntary retirement from the Board of the Group’s Chairman, Otunba Abimbola Ogunbanjo, who was due for re-election and was eligible to stay on until the next AGM in 2023.

The resignation and stepping down the equity raise might not be connected with the legal tussle rocking the Exchange over the validity of the AGM.

The controversy surrounding the planned Annual General Meeting of the Nigerian Exchange Group, took another turn Thursday as some of its shareholders applied for a court injunction to stop the AGM from holding over sundry disagreements between some shareholders and the NGX.

What each party prayed to the court for

In a notice to the public published in several newspapersCounsel to the shareholders S.O&C Legal, brought the suit before the Federal High Court, applying for an interlocutory injunction to stop the AGM.

The shareholders were apparently responding to a suit filed against them by the NGX Group Plc stopping them from interfering with the planned AGM.

According to the counsel to the shareholders, rather than address their concerns, “NGX Group Plc instead filed a suit” against them.

The AGM

The Group had part of a special business intended to seek shareholders’ approval at the AGM to raise additional capital of up to N35 billion to fund the business expansion; the growth phase for existing business lines/investments; and investments in identified and carefully curated new targets, in line with the Company’s and NGX Group’s strategy.

“As captured in the notice of the AGM, the Company does not intend to raise the entire amount in USD. NGX Group had also identified viable investment opportunities in line with its strategic expansion plans, including deepening investments in the existing portfolio companies to ensure high and steady dividend returns.

However, the shareholders at the AGM as part of special business approved the cancellation of all of the unissued shares of the company in compliance with section 124 of the Companies and Allied Matters, Act 2020 (as amended) and regulation 13 of the Companies regulation 2021.

The AGM also saw Mr. Apollos Ikpobe and Dr. Okechukwu Itanyi retired by rotation and were re-elected as non-executive directors. Professor Enase Okonedo’s resignation was earlier approved by the board and as such, she was not presented for re-election.

Other resolutions adopted at the AGM include the appointment of Ernst & Young as NGX Group’s external auditors; the Board’s authority to fix the Audit Company’s remuneration; the disclosure of NGX Group’s executive remuneration; and the re-election of the Statutory Audit Committee.

Four non-executive directors of the board were also re-elected, including Mrs. Fatimah Bintah Bello-Ismail, Mr. Oluwole Adeosun, Mr. Chidi Agbapu, and Mr. Patrick Ajayi.

What NGX Group is saying
Ogunbanjo addressing shareholders at the meeting said the board decided to step down the capital raise to allow for wider consultation.

He said he decided to drop his re-election bid after 18 months post demutualization statutory provision given to the board to stabilize the Exchange to allow peace to reign and move the local bourse forward.

Ogunbanjo thanked shareholders for working assiduously with the Board and Management of the Group in delivering the dividends of demutualization and enhancing shareholder value and for attaining many firsts during his term in office.

He stated, “We released our dividend policy in line with our mandate to shareholders after the completion of our recent extraordinary General Meeting. We also created a revised corporate governance framework, already approved by shareholders and consistent with securities regulations to realign the interests of all stakeholders.

In closing, I would like to thank the Board and Management of NGX Group for their support since I assumed office as Chairman of the Group in 2021. As I retire from the Board, I trust that my successor will continue the legacy of service and bring greater accomplishments as the sustainable exchange group championing Africa’s socio-economic growth.”
Oscar Onyema, GMD/CEO noted that the Group recorded a 22% increase in profitability, a 13% increase in gross earnings, and a 14.9% growth in revenue. He noted that the Group intends to enhance its performance going forward and called for support from all stakeholders.
Apollos Ikpobe appointed Acting Chairman

After the AGM, the Board of Directors appointed Mr. Apollos Ikpobe as Acting Chairman, who said he recognized the enormous responsibility associated with the role. He pledged to work with all stakeholders to ensure the stability and growth of the company during this transition. “On behalf of the board, I thank Mr. Ogunbanjo for his selfless service to the company over the years”.