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Setfirst Limited and SmithKline Beecham forego N2 Billion in favor of GSK Nigeria Shareholders

In a significant development during the Court-Ordered Meeting of GlaxoSmithKline Consumer Nigeria Plc (“GlaxoSmithKline” or “the Company”), Setfirst Limited and SmithKline Beecham Limited, two key stakeholders, opted not to receive their portion of the Initial Cash Distribution.

Instead, they have chosen to contribute their share, totaling N2,000,000,000.00 (Two Billion Naira), back to the other shareholders of GlaxoSmithKline.

This decision was part of a broader Scheme of Arrangement, which was discussed and approved at the meeting held at Shell Zenith Hall, MUSON Centre, Lagos.

This resolution forms a part of the Company’s strategic restructuring plan, initiated on November 6th, 2023. The Scheme of Arrangement includes an increase in the Company’s distributable reserves by Two Billion Naira, a capital contribution by GSK from a portion of its trade debts.

Due to this reinvestment by Setfirst Limited and SmithKline Beecham Limited, the remaining shareholders of GlaxoSmithKline are set to receive N17.42 per share. This distribution represents a significant aspect of the financial restructuring under the approved Scheme.

Additionally, the meeting saw the passage of several key resolutions that will shape the future course of the Company. One of the major decisions includes the delisting of the Company’s shares from the Nigerian Exchange Limited (“NGX”) following the implementation of the Scheme.

In line with this, there will be a reorganization of the Company’s share capital, involving the cancellation of existing shares and the creation of new shares to be allotted to a Trustee, which will be cancelled at a later date as per the Scheme Document.

Another major step in the restructuring process is the transition of GlaxoSmithKline into a private company. This change is intended to facilitate the efficient completion of the Scheme.

Furthermore, the Company is set to be dissolved without undergoing a winding-up process by the second anniversary of the Effective Date or on an alternative date approved by the Court.

The Board of Directors of GlaxoSmithKline has been given the authority to carry out all necessary actions to implement the Scheme, including adapting to any modifications or conditions that may be required by regulatory authorities such as the Securities and Exchange Commission or the Federal High Court.

This decision by Setfirst Limited and SmithKline Beecham Limited, as part of GlaxoSmithKline’s restructuring, reflects a strategic approach towards managing shareholder value and aligns with the Company’s broader financial and operational objectives.

Backstory

GlaxoSmithKline, the UK-based pharmaceutical giant earlier announced on August 3, 2023, that it would be leaving Nigeria and shutting down its Nigerian subsidiary, GlaxoSmithKline Consumer Nigeria Plc, subject to approval from the regulatory authorities.  

According to the statement signed by the company secretary, Frederick Ichekwai, the company has received a “No Objection” from the Securities and Exchange Commission to propose a Scheme of Arrangement for its shareholders.   


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