UACN Plc announces Court Ordered Meeting; set to consider transfer of units held in UPDC REIT to shareholders.

A Federal High Court has ordered that a meeting between UAC of Nigeria Plc (UACN Plc) and its shareholders be convened for the purpose of considering, and if thought fit, approving a Scheme of Arrangement that will see the company transfer its entire units in UPDC Real Estate Investment Trust (UPDC REIT) to its eligible shareholders on a pro-rata basis.

According to a notice filed with the Nigerian Exchange Limited (NGX), the Court-Ordered Meeting will be held virtually, on the 20th of September at 10:00 am prompt.

It is pertinent to note that the transfer of the units held by the company in UPDC REIT to its eligible shareholders will be implemented through a scheme of arrangement under Section 715 of the Companies and Allied Matters Act (CAMA), 2020 as amended, incorporating a reduction in share capital under Section 131 of CAMA (the Scheme). By implication, these units will be transferred to shareholders, pro-rata to their shareholding in UAC.

What this means.

If the scheme is approved and implemented, this implies that UAC of Nigeria Plc will cease to be a unit holder in UPDC REIT. Consequently, UAC shareholders will hold UPDC REIT units in addition to their existing shares in the company.

Sequel to this, the company’s share capital account will be reduced by the sum of N3, 896,355,966, being the monetary value of the transferred units through the reduction of its share premium account. This amount will be transferred into the UPDC REIT Unbundling Liability Account.

Back story: Recall that UACN Plc had earlier announced its intent to divest from UPDC, after it sold a 51% stake to Custodian Investment Plc. The firm announced the mandatory takeover of UPDC by Custodian Investment, after the successful sale of 34,415,332 units of ordinary shares of 50 kobo each, at a price of 90 kobo per share to the latter. This move diluted UACN Plc stake in UPDC REIT from 93.86% to 42.85%.



Custodian Investment Plc gets regulatory clearance to take-over UPDC.

Custodian Investment Plc has obtained a regulatory approval to proceed with a Mandatory Takeover (MTO) offer of UACN Property Development Company (UPDC).

According to a notice signed by the secretary of Custodian Investment Plc, Adeyinka Jafojo, the MTO offer to minority shareholders of UPDC will involve the purchase of up to 34,415,332 Ordinary shares of 50 kobo each, at a price of 90 kobo per share.

In addition, the offer is expected to be open by 31st of May, 2021 and close by 2nd of July, 2021. The qualification date was 14th of May, 2021, implying that shareholders whose names appear on the Register of Members as at the aforementioned qualification date are eligible to participate.

What you should know:

  • Nairametrics had earlier reported that the duo (Custodian and UPDC) had agreed to a sale of 51% of UPDC in a transaction that will occur in two phases.
  • Sequel to the completion of the deal, UAC will still retain part ownership of the company but will cease to have it as a subsidiary of UAC.