Shareholders of International Energy Insurance Plc (IEI) have approved a major debt restructuring initiative involving the allotment of ₦28.2bn worth of shares to Norrenberger Advisory Partners Limited (NAPL).
At the company’s 44th Annual General Meeting (AGM), shareholders unanimously endorsed a resolution that ratified the Board of Directors’ decision to restructure IEI’s longstanding indebtedness to Daewoo.
The move follows a resolution initially passed during a general meeting held on February 23, 2017, which mandated the Board and shareholder representatives to negotiate a comprehensive settlement plan.
Following extensive negotiations by a joint Technical Committee composed of IEI Board members and shareholder delegates, the company reached an agreement to transfer the loan obligation to Norrenberger Advisory Partners Limited.
NAPL has now undertaken the full responsibility of settling the debt owed to Daewoo, enabling IEI to discharge its financial liability.
In consideration of this debt settlement, IEI is authorized to allot 28,185,682,000 ordinary shares of 50 kobo each at par value to NAPL.
The shares are to be issued on equal footing with the company’s existing ordinary shares, thereby allowing NAPL to acquire a significant equity stake in the firm.
As a result of the approved share allotment, IEI’s issued share capital will increase significantly—from ₦642,042,744 to ₦16,130,940,257—through the creation of an additional 30,977,795,025 ordinary shares.
The new shares will rank pari passu in all respects with the existing shares in the company’s capital structure.
In addition to the share allotment, shareholders also authorized the Board of Directors to cancel any unallotted shares deemed unnecessary, and if required, further increase the company’s share capital to accommodate future equity transactions.
The AGM also saw approval for the company to raise additional capital through private placements, rights issues, public offers, or any other financing mechanisms deemed appropriate.
This capital raise will ensure that IEI meets the minimum capital requirements for non-life insurance companies, as stipulated by the National Insurance Commission (NAICOM).
The capital raising exercise may be underwritten, subject to the necessary regulatory approvals.
Shareholders further approved amendments to the company’s Memorandum and Articles of Association. This includes updating Clause E to reflect the new issued share capital and revising Article 51 to allow for hybrid or virtual annual general meetings in line with contemporary corporate governance practices.
The Board was also granted authority to take all necessary steps to implement the approved resolutions.
This includes appointing professional advisers, seeking relevant approvals from regulatory bodies such as the Securities and Exchange Commission (SEC) and the Corporate Affairs Commission (CAC), cancelling excess shares, and listing the new shares on the Nigerian Exchange Limited (NGX).