February 17, 2025/CSL Research

On February 15, 2025, PZ Cussons Nigeria Plc. (PZ) notified the investing public via the Nigerian Exchange Limited (NGX) of its scheduled Extraordinary General Meeting (EGM) on Thursday, March 13, 2025, at 11:00 AM at the Transcorp Hilton, Abuja. At the meeting, shareholders will vote on the following special and ordinary resolutions:

Special Resolutions

Debt-to-Equity Conversion:

• Approval to convert US$34,264,544 (₦51,795,312,646.72) of the company’s outstanding intercompany loan owed to PZ Cussons (Holdings) Limited (PZCH) into equity.
• Authorization for the Board of Directors to take all necessary steps to implement the conversion, including engaging professional advisers, passing requisite resolutions, and listing the newly issued shares on the NGX. Any prior lawful actions taken by the Board in this regard shall be ratified.

Amendment of Memorandum & Articles of Association:

• Approval to amend Clause 4 of the Memorandum of Association and Article 3 of the Articles of Association to reflect the updated share capital following the share allotment to PZCH.

Ordinary Resolutions

Increase in Share Capital & Share Allotment:

• Approval to increase PZ Cussons Nigeria Plc.’s share capital from ₦1,985,238,522.50 to ₦3,082,596,841 by creating 2,194,716,637 new ordinary shares of 50 kobo each.
• Authorization to allot these 2,194,716,637 shares to PZCH at ₦23.60 per share, based on the company’s closing share price as of 12 February 2025. These shares will rank pari passu with existing ordinary shares, subject to regulatory approvals.
• Authorization for the Board to take all necessary steps to implement the share capital increase and allotment.
• Approval for the Board to issue and allot the required number of shares to PZCH, ensuring that the total does not exceed the proposed increase.
• Authorization for the Board to cancel any outstanding shares not allotted to PZCH after the process is concluded.

These resolutions, if approved, will allow PZ Cussons Nigeria Plc. to strengthen its financial position by reducing debt and improving its capital structure through a debt-to-equity conversion.

Kindly click on the below link to download the full report.

​Flash Note_PZ seeks approval for debt-to-equity conversion.pdf​​​​​​​​​​​​​