Shareholders of Geo-Fluids Plc have approved a major restructuring plan that will see the oilfield services company raise up to N22.87bn in fresh capital and list its shares on the Nigerian Exchange Limited as part of a wider turnaround programme.

The approvals were granted at the company’s Annual General Meeting held in Abuja on Monday, where investors also endorsed the audited financial statements covering the financial years 2012 to 2024 and ratified a series of special resolutions aimed at repositioning the firm for growth after years of operational strain.

In one of the key resolutions, shareholders authorised the Board “to raise additional capital of up to N22,871,166,244.00… by way of special placement, private placement, public offer, rights issue, extraordinary grant of shares and/or any other such methods as they deem fit either in Nigeria or internationally, on or at such dates and on such terms and conditions as shall be determined by the Directors.”

They also approved an increase in the company’s authorised share capital from N2.13bn to N25bn by creating 45.74 billion additional ordinary shares of 50 kobo each, ranking equally with existing shares.

Shareholders further backed plans to list Geo-Fluids on the NGX and potentially other international exchanges, resolving that the Board be authorised to negotiate and execute all documents necessary to complete the listings, subject to regulatory approvals.

A resolution was also passed approving the allotment of the newly created ordinary shares to the Chief Executive Officer, Jacob Oyebola Esan, as an extraordinary grant in recognition of his role in “the resuscitation of the Company between 2018 and 2024,” alongside additional performance-linked incentives at the discretion of the Board.

The AGM further approved the conversion of directors’ current account balances totalling N2.59bn into fully paid ordinary shares, also subject to regulatory clearance.

In his statement to shareholders, the Chairman of the Board, Kabiyesi Jacob Esan, said the approvals marked a turning point for the company, which had previously been under receivership.

He said, “When I assumed leadership of this Company on 1st September 2018, Geo-Fluids Plc was going through a prolonged and challenging period of receivership. I am happy to report that the receivership was successfully vacated in 2023.”

He added that the AGM “stands as a testament to how far we have come since the discharge of the receivership and the beginning of our recovery,” noting that governance structures had been restored and the business repositioned for growth.

“Geo-Fluids Plc stands at a new threshold in its history. The receivership is behind us, the governance structure has been restored, and the Company is now repositioned to pursue new and complementary business opportunities with clarity and purpose,” he said.

According to the 2024 audited Statement of Affairs, Geo-Fluids reported total assets of N10.47bn at the end of December 2024, up from N8.95bn in 2023.

Cash and cash equivalents stood at N7.27m, while deferred expenses amounted to N8.04bn.

Total liabilities were put at N2.91bn, leaving net assets of N7.56bn, compared with N6.39bn a year earlier.

The cash flow statement showed net cash outflows from investing activities of N1.17bn in 2024, largely offset by net cash inflows from financing activities of N1.13bn. The company recorded a small net decrease in cash and bank balances of N692,000 during the year.

The chairman told shareholders that the capital raise and planned listing would strengthen the balance sheet, provide growth capital, and support the company’s strategy of expanding beyond mud engineering into broader energy and industrial services.

Shareholders also approved the eventual delisting of the company from the NASD platform once the NGX listing is completed, as well as amendments to the company’s Memorandum and Articles of Association and a change of name to “The Geo-Fluids Group Plc.”

The meeting ratified the appointment of directors, approved auditors’ remuneration, and endorsed the disclosure of management remuneration.

Shareholders also reauthorised the Board to take all actions necessary to implement the resolutions and secure the required regulatory approvals.