Verod Capital bets N10bn on 60-year-old Law Union & Rock as firm set for AGM

VEROD CAPI TAL, THE AN GLOPHONe West Africa private equity firm is betting N10 billion on 60-year-old insurer Law Union & Rock. Verod is pushing ahead with its acquisition plans and is said to have put down funds to meet the required funds to meet the statutory N10 billion paid up capital for general insurance.

The insurer has already set aside 10 September to hold its 51st annual general meeting in Lagos, the company informed The Nigerian Stock Exchange last week. In the notice signed by Stan Chikwendu, company secretary, the company said the meeting will be to receive and approve the audited financial statements for the year ended 31st December 2019, together with the reports of directors, auditor, and audit committee, to reelect directors, re-appoint auditors and authorise directors to fix the remuneration of the auditors, and to elect the members of the statutory audit committee

Ademayowa Adeduro, managing director or the insurer, had announced on the floor of the Nigerian Stock Exchange (NSE) on February 28, 2020, that a Transaction Implementation Agreement (TIA) had been signed between it and Verod Capital Management with the intent to acquire Law Union & Rock 100 per cent.

He stated that the company has secured the nod of the National Insurance Commission (NAICOM), the Nigeria Stock Exchange (NSE), and the Federal Competition and Consumer Protection Council (FCCBC), allowing Verod Capital to acquire 100 percent shareholding of the company.

He said: “The acquisition would be achieved through a Scheme of Arrangement, where all shares would be transferred to Verod Capital as regulated by SEC.

Also in July, he said the company had reached 85 per cent completion of its recapitalization with approvals to complete the exercise.

As part of the process leading to this acquisition, a court has already ordered a statutory shareholders meeting to consider and approve the 100 percent acquisition. Verod Capital Group is using one its vehicle, Kanuri LUR for the acquisition, it has also emerged.

Also emerging is information that Law Union & Rock Insurance following the acquisition will delist from Nigerian Stock Exchange with shareholders expected to sell their shares at N1.23 per share

Justice R.M. Aikawa of the Federal High Court of Nigeria in the Lagos Judicial Division directed that a meeting of the holders of the fully paid ordinary shares of Law Union & Rock Insurance Plc be convened to apdental prove the acquisition of 100 per cent issued capital of the company by Kanuri LUR.

The meeting to be held at Shell Hall, Muson Centre, Onikan, Lagos on 10 September 2020 at 12 noon subject to the sanction of the Court shall consider for the transfer of the Scheme Shares, each holder of the Scheme Shares shall receive N1.23 per share (Scheme Consideration); as a result of the Scheme, the legal and beneficial ownership of 100% of the shareholding of the Company be transferred to Kanuri LUR and any other nominee of Kanuri LUR; the Company shall be re-registered as a private limited Conditional upon the Scheme of Arrangement becoming effective, that the shares of the Company shall be delisted from the Nigerian Stock Exchange.

According to the directive of the court, “the Board of Directors of the Company be and are hereby authorised to take all actions deemed necessary to give effect to the Scheme and to the aforementioned resolutions of the company .

“The Board of Directors of the Company are hereby authorised to give effect to and to consent to any modification of the Scheme that the Court or the relevant regulatory authorities shall deem fit to impose or approve. “

In a notice to the Nigerian Stock Exchange (NSE) signed by Stanley Chikhicle wendu Company Secretary said, “the meeting would be streamed live online to enable shareholders and other stakeholders who will not be attending physically to follow proceedings.

“The link for the live streaming would be made available on the Company’s website at www.lawunioninsurance.com. The Scheme will be subject to the subsequent sanction of the Court.

“Closure of Register of Members The register of members will be closed from 25th August 2020 to 31 st August 2020 (both dates inclusive) for the purpose of determining entitlement to attend and vote at the CourtOrdered meeting.”

The company’s share is currently stagnant at N1 at the NSE.