Chemical and Allied Products Plc (Nigeria) – Explanatory memorandum for scrip dividend

By Published On: May 13th, 2022Categories: Corporate announcement

Items 10.1 to 10.3 on the Agenda for the Annual General Meeting (“AGM”) of Chemical and Allied Products Plc (the “Company”) scheduled to hold at Radisson Blu Hotel, 38/40, Isaac John Street, Ikeja, Lagos on Thursday, June 16, 2022 by 10.00am.

(1) SCRIP DIVIDEND
The Directors have proposed for the shareholders’ approval at the AGM, a scrip dividend that would give interested Shareholders the option to elect to receive new ordinary shares in the Company instead of the dividend in cash (“scrip dividend election scheme”). The proposal is on the AGM agenda as item 10.1.
These explanatory notes provide information on the scrip dividend election scheme and explain how Shareholders can make their election.

(a) What the scrip dividend election scheme entails and its benefits
The scrip dividend election scheme gives Qualifying Shareholders (defined below) the opportunity to elect (i.e. choose) to receive their dividends in the form of new ordinary shares in the Company instead of cash.

Qualifying Shareholders are those whose names appear in the Company’s Register of Members as at the close of business on the 1st of June 2022.

One benefit of the scrip dividend election scheme is that Qualifying Shareholders who elect to receive new ordinary shares would be able to increase the number of shares they hold in the Company without incurring capital market-related transaction costs.

(b) How a Qualifying Shareholder participates in the scrip dividend election scheme
A Qualifying Shareholder who intends to make an election for shares shall complete an Election Form and return same to Africa Prudential Plc, 220B Ikorodu Road, Palmgrove, Lagos (the “Registrar”) or via email to [email protected] on or before the 7th of June 2022.

A copy of the Election Form can be obtained from the office of the Registrar. It is also available at https://www.capplc.com/wpcontent/uploads/2022/05/CAP-Plc-Scrip-Dividend-Election-Form.pdf.

Further, the Election Form will be sent to Qualifying Shareholders along with the Company’s 2021 Annual Report and Accounts accompanying the Notice of AGM. Qualifying Shareholders (using their personal and corporate e-mail addresses) can scan and send duly completed Election Forms to the Registrar at the e-mail address: [email protected]

(c) Default option
Qualifying Shareholders who do not wish to receive the dividend as additional shares in the Company are not required to complete the
Election Form or take any other steps. Such Shareholders will automatically receive cash. The default option shall be cash.

(d) Number of new ordinary shares to be received by a Qualifying Shareholder who elects for shares
The number of new ordinary shares to be received by Qualifying Shareholders who elect for new shares will depend on their respective cash dividend entitlements (less withholding tax) and the Reference Share Price.

The formula for calculating the number of shares to be received is as follows:

Net Cash Dividend Due divided by Reference Share Price.
Net Cash Dividend Due is Gross Dividend less Withholding Tax at the appropriate rate. The Reference Share Price shall be a 10-day average closing share price of the Company’s stock traded on the Nigerian Exchange Limited starting on the 2nd of June, 2022.

No fraction of a share will be issued. Thus, in the event that a residual cash dividend entitlement arises as a result of an election to receive new ordinary shares, Qualifying Shareholders will be paid the monetary value of such residual cash dividend entitlement.


Chemical & Allied Products Plc (CAP.ng)

Share price: 17.00 NGN (0.00 | 0.00% – 16/08/22)