What Happened to GlaxoSmithKline Consumer Nigeria Shares?

GlaxoSmithKline Consumer Nigeria Plc is no longer listed on the Nigerian Exchange (NGX). Its shares, which traded under the symbol GLAXOSMITH, were delisted in February 2024 after shareholders approved a scheme of arrangement at a court-ordered meeting in December 2023 and the court sanctioned it. If you held the shares, the question is no longer what they trade at, but whether the payment due to you under the scheme reached you.

The Sequence of Events

In August 2023 the company announced that it would cease operations in Nigeria, after its UK parent decided to supply its medicines through a third-party distributor instead of a local operating company. A scheme of arrangement was then put to shareholders. It was approved at a court-ordered meeting in December 2023, cleared by the Securities and Exchange Commission and sanctioned by the court, and it took effect in January 2024. Trading in the shares was suspended so that the registrar could finalise the register, and the shares were removed from the NGX daily official list in February 2024.

The terms, including what shareholders were entitled to receive and how it was to be paid, are set out in the scheme document that was sent to shareholders and filed with the NGX. That document, not a news report or this article, is the authority on what any individual holder was due.

What This Means if You Held the Shares

A court-sanctioned scheme binds every shareholder in the class it covers, including those who did not vote and those who never heard about the meeting. Holders did not need to apply or accept anything for the scheme to apply to them. The entitlement under the scheme was payable through the company's registrar, normally to the bank account on the shareholder's e-dividend mandate.

That last point is where long-standing holders are most often caught out. Where a shareholder had no valid mandate, an out-of-date address or a name that did not match the bank account, the payment could not be delivered and remains to be claimed. The same applies to any earlier dividends that were never received.

• There is no NGX price for the shares and no order a broker can place in them.
• A GLAXOSMITH line that once appeared on a CSCS statement will no longer behave like a listed holding.
• An old paper certificate does not show what, if anything, is still owed. Only the register does.
• Any amount unpaid is pursued through the registrar, with proof of identity and a valid bank mandate.

How to Check the Status Yourself

1. Search the NGX website for the company's name and read the notices covering the scheme, the suspension and the delisting.
2. Find the scheme document and the company's related announcements, which identify the registrar handling payments.
3. Look through bank statements from early 2024 onwards for a credit from the registrar.
4. Ask your stockbroker for a current CSCS statement to see how the holding is now shown.
5. Write to the registrar and ask what was registered in your name at the effective date and whether the scheme payment and all past dividends were paid.

Tracing an Old or Inherited Holding

The company was listed for decades, so many holdings date from the certificate era and many belong to people who have since died. Older certificates and warrants may also carry an earlier version of the company's name, which the registrar can match to the present register. Gather whatever exists: certificates, dividend warrants, the shareholder's full name and former addresses, and any CHN.

For a deceased holder, the registrar will confirm what it needs but will pay only the executor or administrator named in a grant of probate or letters of administration. Our guides to inherited shares and to transferring shares after a shareholder's death explain how that works.

Frequently Asked Questions

Is GlaxoSmithKline Consumer Nigeria still listed on the NGX?

It was removed from the NGX daily official list in February 2024 following the scheme of arrangement. The NGX website is the place to confirm the current position of any security.

Can I still sell my GSK Nigeria shares?

There is no NGX market in them, so an ordinary sell order is not possible. Under the scheme, shareholders in the class it covered became entitled to the consideration described in the scheme document instead. The registrar can tell you what applies to your holding.

I never received any payment. Has it been forfeited?

A payment that could not be delivered is held as unclaimed; it does not pass to someone else because you were unaware of it. Contact the registrar with your identification and bank details. Where money has been outstanding for a long time, the registrar can tell you who currently holds it and how it is claimed.

Was the amount paid to shareholders a fair one?

That is not something this article takes a view on. The consideration and the basis for it are described in the scheme document, which was reviewed by the SEC, voted on by shareholders and sanctioned by the court.

Does this affect GSK shares listed in London?

They are different companies. GlaxoSmithKline Consumer Nigeria Plc was a Nigerian company with its own register and its own NGX listing. A holding in it was never a holding in the UK parent.

Where can I read more about delisting in general?

Our article on what happens when a company is delisted from the NGX explains voluntary and regulatory delistings, exit offers and schemes of arrangement.