By Alabode Samuel, Lagos
MRS Oil Nigeria Plc has formally notified the investing public of its decision to voluntarily delist all issued shares from the Nigerian Exchange Limited (NGX) and transition to the NASD Over-the-Counter (OTC) Securities Exchange.
In a regulatory filing signed by Company Secretary O.M. Jafojo and released on Friday, the downstream energy firm cited shareholder approval granted at its Extraordinary General Meeting (EGM) on June 25, 2024, as the basis for the strategic market repositioning. The move aligns with Section 542 of the Companies and Allied Matters Act (CAMA) 2020 and other applicable securities regulations.
The transition to NASD—an alternative securities trading platform that facilitates OTC transactions through a broker-dealer network rather than traditional exchange mechanisms, marks a significant shift in the company’s capital market strategy. Analysts suggest the move could provide MRS Oil with greater flexibility in share pricing and reduced regulatory compliance costs, while maintaining liquidity for investors.
Market observers note this development follows growing trends among mid-cap companies reevaluating their exchange listings amid Nigeria’s challenging macroeconomic climate, which has seen declining equity market participation and liquidity constraints on the main exchange. The delisting process will be executed through a Scheme of Arrangement, subject to final regulatory approvals from the NGX and Securities and Exchange Commission (SEC).
MRS Oil, with a current market capitalization of N14.7 billion on the NGX, becomes the latest in a series of companies opting for OTC trading, joining the likes of FrieslandCampina WAMCO Nigeria Plc. The energy firm emphasized that the transition will not affect shareholder rights or the company’s operational structure.
Financial advisors to the transaction project completion within Q3 2024, pending requisite approvals. Market analysts will be watching closely to assess whether this migration triggers similar moves by other mid-cap firms seeking alternative trading platforms.
“In accordance with Rule 1.10 and Rule 1.13 (f) of NGX’s Rules for Delisting of Equity Securities from the Daily Official List of the Exchange and other relevant legal and regulatory requirements, the Company will in furtherance of the Voluntary Delisting, purchase the interests of shareholders who were absent from the EGM or dissented to the Voluntary Delisting (the “Payout”),” the company said.
“The effectiveness of this Payout remains subject to the final approvals of the Securities and Exchange Commission (“SEC”) and NGX.”
MRS Oil noted the key terms of the payout as approved by the SEC include the company complying with NGX regulations by setting aside the necessary funds to settle dissenting and absentee shareholders during the EGM.
“The Registrars shall maintain the Account for a period of three months, during which eligible Shareholders who wish to exit the Company may claim their entitlements,” the oil firm added.
“After the three months period, Shareholders who have not opted for the Payout shall be migrated to the NASD platform and any unclaimed funds shall revert to the Company.
“The Registrars shall submit a detailed report to the SEC, listing the Shareholders who have exited and have received payment.
“In light of the forgoing, Shareholders who were absent from the EGM or dissented to the Voluntary Delisting are advised to contact the registrar for their payoff from April 4 to July 4 2025.”
MRS added that further updates will be communicated to the public upon receipt of final regulatory approvals for the voluntary delisting.
The oil firm advised shareholders and the public to exercise caution when dealing in the company’s shares until the final delisting is concluded and officially announced.
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