Emmanuel OchayiHigh Court Directs Shareholders to Convene for Approval of Merger Scheme
The Federal High Court in Lagos has ordered a meeting of the shareholders of Access Pensions Limited to consider and approve a merger with ARM Pension Managers (PFA) Limited.
The meeting, set for July 8, 2024, at Access Tower in Victoria Island, Lagos, aims to facilitate the merger and address necessary resolutions.
Background of the Merger
On June 19, 2024, the Federal High Court issued an order for a meeting involving shareholders of Access Pensions Limited.
The purpose of the meeting is to deliberate on a scheme of merger between Access Pensions and ARM Pension Managers. This step is part of the legal requirements under the Companies and Allied Matters Act, No. 3 of 2020, to ensure proper corporate governance and shareholder involvement.
Details of the Scheme
The scheme outlines several key points:
- Approval of the Merger: Shareholders will vote on the merger between Access Pensions and ARM Pension Managers. If approved, the merger will lead to the formation of Access ARM Pensions Limited.
- Issuance of Shares: The company will issue new shares to ARM Pension shareholders. For every 10,000 shares of ARM Pension, 17,191 shares of Access Pensions will be issued.
- Increase in Share Capital: The share capital of Access Pensions will be increased from N1.45 billion to N3.52 billion.
- Legal Continuity: Any ongoing legal proceedings involving ARM Pension will be transferred to the new entity, Access ARM Pensions Limited.
- Corporate Changes: The company’s name Memorandum and Articles of Association will be amended to reflect the merger.
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Meeting Arrangements
The Court-Ordered Meeting will take place on July 8, 2024, at 10:00 AM at Access Tower, Victoria Island. Shareholders are encouraged to attend in person or appoint proxies to vote on their behalf.
Voting will be conducted by poll, requiring a majority representing at least three-quarters in value of the shares voted.
Proxy Voting
Shareholders unable to attend may submit proxy forms, which must be lodged at the office of the Registrar no later than 24 hours before the meeting.
Proxies can vote in place of the shareholders, ensuring that all voices are heard in the decision-making process.
Importance of the Merger
The merger aims to consolidate resources, enhance operational efficiency, and provide better services to clients.
By combining the assets, liabilities, and operations of both companies, Access ARM Pensions Limited will be better positioned to compete in the pension management industry.
Legal and Regulatory Compliance
The merger requires approval from various regulatory bodies, including the National Pension Commission (PenCom) and the Federal Competition and Consumer Protection Commission (FCCPC). The directors of Access Pensions have been authorized to make any necessary modifications to the scheme to comply with these regulatory requirements.
The merger of Access Pensions Limited and ARM Pension Managers marks a significant step in the evolution of the pension industry in Nigeria.
Shareholders’ approval is crucial for the successful execution of the merger. The meeting on July 8 will determine the future direction of both companies as they strive to enhance their service offerings and operational capabilities.
Emmanuel Ochayi is a journalist. He is a graduate of the University of Lagos, School of first choice and the nations pride. Emmanuel is keen on exploring writing angles in different areas, including Business, climate change, politics, Education, and others.
