SEED producer SeedCo International Limited (SCIL) shareholders have approved resolutions to acquire the entire shares in SeedCo Limited (SCL) at an extraordinary general meeting as part of a reconsolidation transaction that will see shareholders getting their dividends in US dollars.
After passing of the transaction, SCIL advised the investing public and shareholders that the company was now proceeding to tender the open market offer to acquire SCL’s entire issued ordinary shares through an announcement or offer circular to be issued to SCL in accordance with the Zimbabwe Stock Exchange requirements.
“Pending the successful conclusion of the steps outlined above (in the notice) shareholders and the investing public are advised to continue exercising caution when dealing in the securities of the SCIL,” the company said in the EGM results notice of December 31, 2020.
The transaction will see SCL become a subsidiary of SCIL, which is listed on the Victoria Falls Stock Exchange (VFEX).
The EGM results notice shows that five resolutions were passed at the EGM after garnering majority votes.
Four of the resolutions were passed with 10% of the vote going against the proposals while the second resolution, in respect of the proposed acquisition of SCL shares, was opposed by 31% of the vote.
The second resolution sought to authorise the company to acquire 247 196 845 SCL ordinary shares, constituting all the issued shares, from SCL shareholders through a takeover and delisting threshold success-based open market offer at a consideration of 1 SCIL share for every 0,98 SCL ordinary shares held. The resolution also sought to increase the stated capital of the company by allotting up to 252 223 526 SCIL ordinary shares to the former SCL shareholders pursuant to their acceptance of the offer.
The first resolution was related to an increase in authorised share capital from 500 000 000 ordinary shares of no par value to 1 000 000 000 ordinary shares of no par value, to rank at the same rate in every respect with the existing shares of the company and to be placed under control of the directors to be issued subject to prior shareholder approval in accordance with Botswana Stock Exchange listing requirements.
The third resolution was related to directors authority to settle the proposed acquisition using the company’s authorised but unissued shares while the fourth resolution was about amendment of the 2018 SCIL share appreciation rights scheme by adding 28 737 645 ordinary shares to increase the share appreciation rights scheme limit from 35 000 000 ordinary shares to 63 737 645 ordinary shares.
The resolution also issued and made an allotment of such ordinary shares to the 2017 SCL share appreciation rights scheme where participating employees will migrate to the share appreciation rights scheme pursuant to the successful conclusion of the acquisition of SCL by SCIL. The company reported revenue of $975 million (inflation adjusted) for the half year ended September 30 2020, up 55% compared to the same period last year.