TNM plc shareholders adopt five resolutions
TNM Plc shareholders approved a series of resolutions aimed at restructuring the company’s capital and raising fresh equity through a K30 billion share issue.
In an Extraordinary General Meeting (EGM) held in Blantyre on Friday, shareholders resolved to convert TNM’s ordinary shares from par or nominal value to no par value shares in compliance with Section 87(3) of the Companies Act, 2013.
This change simplifies the company’s capital structure and aligns it with modern corporate governance practices.
Following the conversion, TNM will amend its Memorandum of Association to remove references to par value shares and formally reflect the new no par value status of its ordinary shares.
This amendment ensures consistency in the company’s constitutional documents.
The company will also issue 1.5 billion new shares for a total consideration of up to K30 billion.
The shares will be allotted to three institutional investors, namely Press Corporation Plc, Old Mutual Life Assurance Company Malawi Limited, and NICO Life Insurance Company Limited, which fall under specific subscription agreements.
The transaction terms were outlined in a circular circulated to shareholders and made available at the company’s offices and via email.
To facilitate this issuance, shareholders also resolved to waive their pre-emptive rights, clearing the way for the shares to be issued directly to the selected subscribers without requiring a prior offer to existing shareholders.
In addition, an ordinary resolution was passed authorizing the company’s directors and the company secretary to carry out all necessary actions and documentation to implement the approved resolutions.
The shareholders also ratified any actions already taken in this regard.
Commenting on the development of TNM plc. Board chairperson Ted Sauti Phiri describes this adoption by the stockholders as a key step toward realizing a better balance sheet, with the hope that they will be able to easily raise more money.
Sauti Phiri said: “We want to restructure our balance sheet because there were a lot of loans and so our profitability was somewhat affected because of the interest-bearing loans. So by going for this issue for cash, we have a better balance sheet, we’ll be able to easily raise more money and also it somewhat guarantees us that our ability to pay dividends to our shareholders in the near future.”
Minority Shareholders Association of Listed Companies secretary general Frank Harawa said the move implies that the company will save them a significant amount of money while also satisfying the minority stockholders.
“We are very happy as monetary shareholders. We’ve been looking forward to this for a long time. Our company has been paying a lot of money to finance costs, and this time we have been freed.
Now the money has been directed to the shareholders because now they will go into our profits and we believe that now there will be dividend payouts and that will trigger even the share price moving upward,” Harawa said.
The Board published the financial results for the group for the year ended 31 December 2024 where they announced that the group achieved a turnaround performance in 2024 resulting in a profit of MK10.06 billion from a net loss position of MK4.93 billion in 2023 through growth in revenue and cost efficiencies.
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