Items 10.1 to 10.3 on the Agenda for the Annual General Meeting (“AGM”) of UAC of Nigeria Plc (the “Company”) scheduled to hold at 12th Floor, UAC House, 1-5 Odunlami Street, Marina, Lagos on Wednesday, June 22, 2022 at 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 7th 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 14th of June 2022.
A copy of the Election Form can be obtained from the office of the Registrar. It is also available athttps://www.uacnplc.com/wpcontent/uploads/2022/05/UAC-Scrip-Election-Form-2022-AGM.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 8th 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.
In the event that the aggregate number of UAC shares required to settle all scrip dividend elections exceed available unissued shares, the Company will issue the available unissued shares pro-rata the shareholdings of all.