Shareholders of Dangote Sugar Refinery (DSR) Plc have decided to increase its authorised share capital
They have approved the increment from N6 billion to N7.5 billion through the creation of three billion new ordinary shares of 50 kobo each.
At their extra-ordinary general meeting in Lagos, shareholders approved resolutions increasing the authorised share capital of DSR N6 billion of 12 billion ordinary shares of 50 kobo each to N7.5 billion ordinary shares of 50 kobo each through creation of three billion new ordinary shares of 50 kobo each.
Shareholders also authorised the change in the memorandum of association of the company to reflect the new increased share capital.
The company also effected many changes in its memorandum of association to comply with increasing digitisation and automation of messages and meetings.
With the approvals by the shareholders, written resolutions given by letter or electronic mail purporting to have been initialed by or signed by a director shall be assumed to have been so initialed or signed.
Also, any director or his or her alternate may validly participate in a meeting of the board or a committee of the board through the medium of conference telephone or any other form of communications equipment, provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting.
According to the amendments approved by shareholders, a person so participating by telephone or other communication shall be deemed to be present in person at the meeting and shall be counted in a quorum and entitled to vote.
Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no group which is larger than any other group, the meeting shall be deemed to take place at the registered address of the company.
The meeting approved that a resolution passed at any meeting held through electronic means and signed by the chairman of the meeting, shall be as valid and effectual as if it had been passed at a duly convened and held meeting of the board or committee, as the case may be.
Shareholders also approved that electronic delivery of meeting notices and documents to directors shall be considered as valid and effectual as notices and documents delivered vide a letter by postage and or hand delivered.
Meanwhile, shareholders of DSR have also approved the acquisition of Savannah Sugar Company Limited (SSCL), a subsidiary of DSR in a deal aimed at further integrating the operations of the group.
With the approval, a total of 146.878 million ordinary shares of Dangote Sugar Refinery would be issued as consideration for 162.76 million ordinary shares of 50 kobo each held by shareholders of SSCL.
Shareholders approved that all assets including all tax attributes, unutilied capital allowances, tax losses, withholding tax credits and any other tax refunds available subject to the approval of the Federal Inland Revenue Service (FIRS)), liabilities and business undertakings, including real property and intellectual property rights of SSCL be transferred to DSR, pursuant to the scheme of arrangement for the business combination.
With the combination, legal proceedings, claims and litigation matters pending or contemplated by or against SSCL shall be assumed by DSR after the scheme becomes effective.
Dangote Sugar is Nigeria’s largest producer of household and commercial sugar with 1.44 million metric tonnes refining capacity at the same location.
The refinery located at Apapa WharfPorts Complex, refines raw sugar to white, Vitamin A fortified refined granulated white sugar suitable for household and industrial uses.
Its subsidiary, Savannah Sugar Company Limited, located at Numan, in Adamawa State, is an integrated sugar production facility, with an installed factory capacity of 50,000 tonnes.
Covering 32,000 hectares, the Savannah Estate has considerable opportunity for expansion which is underway as part of the Dangote Sugar for Nigeria Project campaign.
DSR had explained that its backward Integration goal is to become a global force in sugar production, by producing 1.5 metric tonnes per annum of refined sugar from locally grown sugar cane for the domestic and export markets in 10 years.
As part of its backward integration project, DSR had strengthened its group with incorporation of four other companies including Nasarawa Sugar Company Limited, Dangote Taraba Sugar Limited, Dangote Adamawa Sugar Limited and Dangote Niger Sugar Limited.
The new companies have a combined landmass for agriculture of about 110,000 hectares. The greenfield sites like Savannah Sugar, will be integrated sugar production facilities with new plantation and modern facilities that are located closer to the consumers.