Vitafoam Seeks Share Capital Increase To N750.51m

Shareholders of Vitafoam Nigeria Plc will, at the company’s 64th Annual General Meeting (AGM) scheduled to hold in Lagos, consider a series of major corporate actions, including a proposed increase in share capital to N750.51m and a 1-for-5 bonus share issue aimed at expanding the company’s issued shares to over 1.5 billion units.

According to the notice of meeting seen by THE WHISTLER, the board is seeking shareholders’ approval to increase the company’s issued share capital from N625.42m to N750.51m through the creation of 250.17 million new ordinary shares of 50 kobo each.

The proposed increase represents an additional N125.08m in share capital, with the newly created shares ranking pari passu in all respects with existing ordinary shares.

If approved, the capital restructuring will raise Vitafoam Nigeria’s total issued shares from 1.250 billion to 1.501 billion ordinary shares, positioning the company for improved balance sheet strength and enhanced shareholder value.

As part of the resolutions to be considered at the AGM, shareholders will also vote on amendments to the company’s Memorandum and Articles of Association to reflect the new issued share capital structure. Specifically, Clause 5 of the Memorandum of Association and Clause 3 of the Articles of Association will be updated to reflect the revised issued share capital of N750.51m divided into 1,501,012,876 ordinary shares of 50 kobo each.

In addition, Vitafoam Nigeria is proposing a bonus issue through the capitalization of N125.08m from its retained earnings. Under the proposal, 250.17 million new ordinary shares will be allotted to shareholders whose names appear in the register of members at the close of business on February 6, 2026, on the basis of one new share for every five existing shares held.

The bonus shares will be issued fully paid, will rank pari passu with existing ordinary shares, and will be treated as capital rather than income.

However, the new shares will not qualify for any dividend that may be recommended for the financial year ended September 30, 2025.

The board is also seeking shareholders’ authorization to take all necessary steps to give effect to the proposed capital increase, bonus issue, and amendments to the company’s constitutional documents, subject to obtaining relevant regulatory approvals.

Beyond capital-related matters, shareholders will be asked to approve a review of the severance compensation payable to retiring directors, in line with Section 297 of the Companies and Allied Matters Act (CAMA) 2020.

The resolution includes the renewal of the company’s policy governing severance payments to retiring board members.

The proposed resolutions underscore Vitafoam Nigeria’s efforts to strengthen its capital base, reward shareholders through bonus shares, and align its governance framework with prevailing regulatory requirements.