Sterling Financial Holdings Company Plc says it has secured its shareholders’ approval to raise up to $400 million.
On June 19, Sterling announced plans to raise $400 million through a rights issue, a public offering, and a private placement.
In a corporate notice dated July 14, signed by Adeyoola Temple, the company secretary, the company confirmed that the resolution was passed at its 2nd annual general meeting (AGM), held on July 11.
The organization said the capital will be raised through the establishment of a shelf programme.
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“That the Company be and is hereby authorized to raise up to US$400,000,000 (Four Hundred Million United States Dollars) or its equivalent in Naira or other currencies through the establishment of a Shelf Programme (the “Shelf Programme”),” the notice said.
“The capital may be raised in tranches or otherwise over a specified period through the issuance of debt instruments (including, but not limited to, bonds that may be convertible or non-convertible, commercial papers, sukuks, medium or short term notes, and debentures), preference shares, ordinary shares, global depositary receipts, or a combination thereof, in the Nigerian and/or international capital markets, whether by way of public offer, private placement, rights issue, or any other method, at prices, coupons or interest rates determined through book building or any other acceptable valuation method, or combination of methods, in such tranches, series or proportions, within such maturity periods and at such dates and upon such terms and conditions as may be determined by the Board of Directors of the Company (the “Board”), subject to the procurement of requisite approvals from the relevant regulatory authorities.”
Sterling said in line with the shelf programme, the board has been authorised — pursuant to Sections 127(1) and 149(1)(a) of the Companies and Allied Matters Act 2020, as amended by the Business Facilitation Act 2022 — to increase the share capital of the company through the allotment of shares for a period of two years from the date of the AGM.
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The bank said in the event of a rights issue, any unsubscribed shares may be offered to other existing shareholders who have expressed interest in purchasing additional shares, subject to terms set by the board.
STERLING AUTHORISED TO LIST SECURITIES UNDER NGX
Sterling HoldCo said the board is also authorised to list any securities issued under the programme on the Nigerian Exchange Limited (NGX), FMDQ Securities Exchange, or other suitable markets—domestically or abroad.
“That the Board be and is hereby authorised to amend the Company’s Memorandum and Articles of Association to reflect the Company’s new share capital structure prior to or following the capital raise arising from the foregoing resolutions, and that the Company Secretary be and is hereby authorised to take all necessary steps to give effect to these amendments,” the bank said.
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“That the Company Secretary be and is hereby authorised to register any increase in share capital with the Corporate Affairs Commission in such incremental proportions or tranches as the Board may deem necessary or desirable, and the Board is hereby authorised to issue on behalf of shareholders, such resolutions as may be required by the Corporate Affairs Commission.”
The financial institution was also authorised to engage professional parties, and advisers, and to take any additional actions required to implement the approved resolutions.
This, Sterling said, includes securing all necessary regulatory approvals and adhering to the directives of relevant regulatory bodies without limitation.
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