APPLICATION TO RE-REGISTER A PRIVATE COMPANY TO A PUBLIC COMPANY

We, the members of the above named company, have passed a special Resolution to change the above named company to APEX INVESTMENT PLC dated the 10th day of April 2012.

Please find attached the following documents for your consideration:

1. Copy of the Special Resolution
2. Altered copies of the Memorandum and Articles of Association dully stamped
3. A written Statement by a Director and Secretary that up to 25 % of its shares have been issued
4. Statutory Declaration by a Director and Secretary that a special Resolution was dully passed
5. Copy of the balanced sheet of not more than 6 months period of the company
6. Copy of the Prospectus or statement in lieu of it
7. Original Certificate of Incorporation for cancellation
8. Receipt of payment of Annual Returns

APPLICATION TO CONDUCT A SEARCH TO THE CAC

We are the external Solicitors of Premier Bank PLC Alagomeji Branch Lagos, which we will refer to as ‘our client’. It is our client’s instructions that we carry out a search on Tropical Investment Limited with RC No. 1350.

We specifically request that the following documents be made available to us namely:

1. The Memorandum and Articles of Association
2. Particulars of Directors
3. Particulars of Charges and Debentures
4. Statement of the authorized Share Capital and Return of Allotment- Form CAC 2

Please find attached the following receipts to aid your kind consideration of our application.

1. Receipt of payment of search fees
2. Receipt of payment for the certified true copies of the documents so requested
3. Copy of the receipt of payment of Annual Returns for the year 2011.

Thank you for your prompt consideration.

SEARCH REPORT

Sequel to your instruction dated the 10 day of April 2012 on the above subject matter, we are pleased to inform you that we have carried out the search as instructed. Below is the Search Report:

1. DATE OF SEARCH: 25 May, 2012
2. PLACE OF SEARCH: Corporate Affairs Commission, Abuja.
3. NAME OF COMPANY: Tropical Investment Limited
4. REGISTERED CERTIFICATE NO.: RC 1350
5. REGISTERED ADDRESS: n0 40 Broad Street Marina, Lagos State.
6. DATE OF INCORPORATION: 30 February 2007
7. BUSINESS/ OBJECTS OF THE COMPANY: buying and manufacture of cement and marbles with matters incidental to the business.
8. PARTICULARS OF DIRECTORS: Ajao Kings of No 20 Kent Road Ikoyi Lagos and Ahmed Usman of 10 Kano Street Ikeja Lagos.
9. RESTRICTION ON THE POWERS OF THE COMPANY: Nill
10. AUTHORIZED SHARE CAPITAL: N15, 000, 000.00 divided into 15, 000,000 ordinary shares of N1.00 each
11. ISSUED AND PAID UP SHARES: N13, 000, 000.00 divided into 13, 000,000 ordinary
12. Shares of N1.00 each.
13. ENCUMBRANCES: Nill
14. COMMENT/ADVICE: the company is an on-going concern, so can do business with it.

BOARD RESOLUTION TO CHANGE NAME OF A COMPANY

At the Board of Directors meeting held on the 15 day of February 2012 at the Board conference room of the company, it was proposed and resolved as follows:

1. That subject to the consent of the Corporate Affairs Commission, the name of the company APEX INVESTMENT LIMITED be changed to LONGMAN BOOKSTORES LIMITED
2. That the company secretary should take steps to comply with the procedures to effect the proposed change of name with the Commission and to apply for its consent.

DATED THE 16TH DAY OF MAY 2012

SPECIAL RESOLUTION OF A COMPANY TO CHANGE ITS NAME

At the Extra- Ordinary General Meeting of Apex Investment Limited held at the Board conference room of the company, it was dully proposed and resolved as follows:

‘’ That the company name be changed to LONGMAN BOOKSTORES LIMITED subject to the consent of the Corporate Affairs Commission’’.

DATED THE 25 DAY OF MAY 2012

RESOLUTION TO INCREASE THE AUTHORIZED SHARE CAPITAL OF A COMPANY

At an Extra- Ordinary General Meeting of Apex Investment Limited held on the 20 day of May 2012 at the Board conference room of the company, it was dully proposed and resolved as follows:

‘’ That the company’s share capital be increased from N1, 000, 000.00 to N5, 000, 000.00 shares by the creation of additional N4, 000, 000.00 shares divided into 4, 000,000 ordinary shares of N1.00 each, the shares so created are to rank in paripasuwith the existing shares of the company’’.

DATED THE 25 DAY OF MAY 2012

SPECIAL RESOLUTION FOR THE REDUCTION OF SHARE CAPITAL

At an Extra- Ordinary General Meeting of Kato PLC held on the 20 day of May 2012 at the Board conference room of the company, it was dully proposed and resolved as follows:

1. ‘’ that subject to the confirmation of the Federal High Court, the share capital of the company be reduced from N100, 000, 000.00 made up of 100, 000, 000 ordinary shares of N1.00 each to N50, 000, 000.00 made up of 50, 000,000 ordinary shares of N1.00 each by refunding pro rata the amount already paid on those shares’’.
2. ‘’that the Board of Directors be and are hereby empowered to take the necessary action in this behalf’’.

DATED THE ……….. DAY OF JULY 2012

NOMINATION OF FIRST DIRECTORS, SECRETARY AND REGISTERED OFFICE AS PRELIMINARY DOCUMENTATION

WE, THE UNDERSIGNED, being the subscribers of the Memorandum of Association of the above named company hereby:

1. State that the number of directors of the company shall be four
2. Appoint ourselves to be its first directors
3. Appoint Chief Magmus Ole to be its first secretary
4. State that its registered office shall be at 12 Azu Lane Marina, Lagos.

DATED THE 10 DAY OF JANUARY 2010.

RESOLUTION OF A COMPANY TO APPOINT DIRECTORS

At the 2nd Annual General Meeting of the above named company held on the 15 day of March 2010 at the Company’s Board room, it was proposed and dully resolved as follows:

1. That Mr. Kareem Lawrence be and is hereby appointed a director of the company as an additional director.
2. That Mr. NwankwoChizoba be and is hereby appointed a director of the company filling up the vacancy created by the resignation of AdewaleLanre as a director.

DATED THE 10TH DAY OF MAY 2012.

NOTICE OF REQUISITION BY MEMBERS OF THE COMPANY FOR THE REMOVAL OF DIRECTORS

TAKE NOTICE that I, Mr. AlabiOtondo of the above address and a shareholder holding not less than one-tenth (1/10) of the paid-up capital of the company, intend at the next general meeting of the company to move a Resolution that:

“Mr. Kareem Law, a director of the company, be removed from his office as a director and that …………………………… be appointed a director in his place”.

RESOLUTION OF A COMPANY REMOVING DIRECTORS

At the Annual General Meeting of the company held on the 10 day of June 2012 at the company Conference Room, it was dully proposed and resolved as follows:

1. That Mr. Kareem Law be, and he is hereby removed from office as a director of the company and that ………………………… be, and he is hereby appointed as a director of the company in his place to hold office only during such time that Mr. Kareem Law would have held office if he had not been removed.

DATED THE 11TH DAY OF MAY 2012.

BOARD RESOLUTION APPOINTING A COMPANY SECRETARY

At the Board of Directors meeting of the above named company held on the 10 day of May 2012 at the Board Conference Room of the company, it was dully proposed and resolved as follows:

1. That Mr. OwonikokoAbiodun, a chartered Secretary, be and is hereby appointed a secretary of the company at a salary of N100,000.00 per annum, and that Mr. ……………… be authorized to sign on behalf of the company a Service Contract for his engagement as approved by the Board.

DATED THE 13TH DAY OF MAY 2012.

NOTICE OF BOARD OF DIRECTORS INTENTION TO REMOVE A SECRETARY

You are hereby given Notice of the Board’s intention to remove you as the secretary of the company for failing to file statutory returns to the Corporate Affairs Commission for a period of six months now.

You are given a period of seven (7) working days to make your defence or alternatively to put in a Notice of your resignation to the Board.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 7th Annual General Meeting of the above named company will hold on Thursday the 20th day of June 2012 at Nike Lake Protea Hotels Enugu by 9 O’ clock in the forenoon to transact the following businesses:

ORDINARY BUSINESSES:

1. To approve the appointment of Mr. Joy Chi and Mrs. Jane Choba as Directors of the company
2. To fix the remuneration of the proposed directors.

SPECIAL BUSINESS:

3. To alter the share capital of the company by increasing it form N1,000,000 to N2, 000,000 by the addition of 1,000,000 ordinary shares of N1.00 each.

Note: a member entitled to attend and vote at the meeting is entitled to appoint a proxy (one or more) to attend and vote in his stead within 48 hours of the receipt of this Notice by filling the proxy Form attached hereto. A proxy need not be a member of the company.

DATED THE 7TH DAY OF DECEMBER 2012

NOTICE OF RESIGNATION BY AN AUDITOR BELOW

The above subject matter refers.

I, Mr. AbikHamza, as Auditor of your company write to resign my appointment which is totake effect from the 30 day of May 2012.

The reason for my decision is to protect my professional integrity as the Directors pressured me to falsify the tax obligations of the company in the Financial Statement laid before the company.

BOARD RESOLUTION ALLOTING SHARES

At the Board of Directors meeting of the above named company held on the 20th day of May 2012 at the company’s conference room, it was proposed and dully resolved to issue additional shares of N1, 000,000.00 divided into 1, 000,000 ordinary shares of N1.00 each further allotted to the following persons:

1. Mrs. Ben Idah of……….. (address) 400,000 ordinary shares of N1.00 each
2. Mr. Ben Idah of ………………… 600,000 ordinary shares of N1.00 each

And that the new shares issued will rank at paripasu with the existing shares of the company.

DATED THE ……………….. DAY OF …………………….. 2012

LETTER OF ALLOTMENT

I am Pleased to inform you that your application for the allotment of N600, 000 of 600,000 ordinary shares of N1.00 each in the company has been allotted to you.

You may renounce all or any of the shares in favour of another by filling up the accompanying letter of renunciation, on the understanding that you are still liable to pay all sums due on the shares should any of your nominees fail to do so.

LETTER OF REGRET

I regret to inform you that the directors were unable to allot you any shares in the above company, and I enclose herewith a cheque for N600, 000.00 being the amount paid by you on application.
Kindly fill up and return the annexed form of receipt.

ORIGINATING MOTION TO RECTIFY THE REGISTER OF MEMBERS TO INCLUDE THE NAMES IN IT SUPPORTED WITH AN AFFIDAVIT

TAKE NOTICE that this Honourable Court will be moved on the ……….. day of March 2012 at the hour of 9 O’clock in the forenoon or so soon thereafter as Counsel for the Defendant /Appellant will be heard praying this Honourable Court for:

1. AN ORDER mandating the Respondent to rectify the Register of members to include both the names of the Applicants as owners of the shares owned by Mrs Bola Modupe now deceased.
2. AND for such orders as the Honourable Court may deem fit to make in the circumstances.

DATED THIS 22 DAY OF MAY, 2012

AFFIDAVIT IN SUPPORT

I, Moji Modupe Adult, Female, Public Servant, Nigerian citizen of No. 15 Broad Street Ikeja Lagos, do hereby make oath and state as follows:

1. That I am one of the Applicants and by virtue of which I am conversant with the facts of this case.
2. The applicants in this case are the personal representatives/ Administrators of the Estate of Mrs. Bola Modupe (now deceased), a copy of the letters of Administration is attached and marked as Exhibit A.
3. I know as a fact that in 2004 the deceased Mrs. Bola Modupe bought 2, 000 ordinary shares of N1.00 each in the 1st Respondent’s company, a copy of the Shares Certificate issued to her is attached and marked Exhibit B.
4. That on the 10 day of January 2011, Mrs. Bola Mudupe died survived by the Applicants; a copy of the death certificate is attached and marked Exhibit C.
5. That the Applicants after been granted Letters of Administration in respect of the Estate of Mrs Bola Modupe( deceased), wrote to the Respondents indicating their intention to be members of the 1st Respondent. A copy of the leter of intention to be members of the Respondent Company is attached and marked Exhibit D.
6. The Respondents has since ignored their request to be registered and so a reminder Letter was sent to the Respondents dated the 15 day of December 2011, a copy of the letter is attached and marked Exhibit E.
7. That up till the time of this action, the Respondents never replied nor did they register the Applicants as members of the 1st Respondent.
8. That the Applicants pray that the Respondents be ordered to rectify its Register of members to include the Applicants in the interest of justice.
9. That I make this statement in good faith believing its content to be true and correct and in accordance with the Oaths Act.

STATUTORY NOTICE OF DEMAND

I, ________________ the Finance Director of the above named bank write to notify your company of the repayment of a facility advanced to it to the sum of fifteen million naira only (N15, 000, 000.00) at an interest of 13 percent per annum dated the 18 day of July 2008 with its due date of repayment to be on/ before the 10 day of March 2012.

Please be informed that no amount of the loan has been paid in partial discharge of the loan sum and interest. You are hereby demanded to repay the principal loan and interest within twenty-one (21) clear days of your receipt of this Notice otherwise Legal action will be taken against your company.

You can kindly make payment into account No 1276589308 at First Bank belonging to us or account No 4356008693 at Great Bank Ltd.

NOTICE OF MEETING FOR A RESOLUTION TO WIND UP

NOTICE IS HEREBY GIVEN that the Extra-ordinary General meeting of the above Association will be held on the 1st day of June 2012 at Muson Centre Onikan- Lagos by 12:00pm prompt to consider and if thought fit pass the following special Resolution as follows:

1. That the Incorporated Trustees of Bird Flu Eradication Association be wound up by order of the Court.

DATED THIS 29 DAY OF FEBUARY 2012

SPECIAL RESOLUTION TO WIND UP

At an Extra-ordinary General meeting of the above named company held on the 10 day of May 2012 at the company’s conference room, it was dully proposed and resolved as follows:

1. “That the company be wound up voluntarily.”
2. “That Chief Anthony Ibru, an accountant of ………... (address) be and is hereby appointed liquidator to wind-up the company at a remuneration of N100, 000.00 per annum.”

DATED THE 25 DAY OF MAY 2012

DECLARATION OF SOLVENCY TO ENABLE MEMBERS VOLUNTARY WINDING UP

Presented by: IfeomaEju (Mrs.)

Assets as at the 10 day of January 2012 costs(N)

1. Machinery 50, 000, 000
2. Land/ factories 100, 000, 000
3. Cash in banks 100, 000, 000

Liabilities as at the 10 day of January 2012

4. Debentures issued in 2009 50, 000, 000
5. Arrears of salaries 20, 000, 000
6. Mortgage loan 10, 000, 000
Total assets less liabilities = 170, 000, 000

We, John Bui of ….. and BambaAudu of …… being all the Directors of the above company, solemnly declare that we have made a full enquiry into the affairs of this company and that having done so, we have formed the opinion that the company will be able to pay its debt in full within a period of twelve (12) months from the commencement of the winding up, and we append a statement of the company’s assets and liabilities as at the 10 day of January 2012 being the latest practicable date before making this declaration.

And we make this solemn declaration, conscientiously believing the same to be true by virtue of the Oaths Act.

1. John Bui ………………….
2. BambaAudu …………………..

NOTICE OF COURT ORDERED MEETING

NOTICE IS HEREBY GIVEN that by an Order of the FHC holden at Lagos (hereinafter called “the Court”) dated the __________ day of _______________, 2015 made in the above matter, the Court has directed that a meeting of the holders of the fully paid ordinary shares of Ononeze Nigeria Ltd (hereinafter called “the Company”) be convened for the purpose of considering and if thought fit, approving (with or without modification), a proposed Scheme of Arrangement pursuant to Section 539 of the CAMA. The Scheme is explained in detail in the Explanatory Statement on Pages 15 to 20 of the Scheme Document.

The meeting will hold at the Eliel Centre Main Hall at No 15 Gold and Base Street, Airforce Road, Jos Plateau State, Nigeria on Wednesday the _____________ day of __________, 2015 at 11am at which place the above mentioned shareholders are requested to attend. The following resolutions will be proposed and if thought fit, passed as special resolutions at the meeting with or without modifications:

1. “That the holders of the fully paid ordinary shares hereby agree to surrender ten (10%) percent of their fully paid ordinary shares to the preference shareholders who have agreed to take fully paid ordinary shares in lieu of their dividend which is cumulative and in arrears, (by way of a Scheme of Arrangement and Compromise pursuant to section 539 CAMA) ”
2. “That the company be and is hereby authorised to effect the transfer of the designated fully paid ordinary shares to the preference shareholders who have agreed to take fully paid ordinary shares in lieu of their dividend which is cumulative and in arrears, (by way of a Scheme of Arrangement and Compromise pursuant to section 539 CAMA)”

By the said Order, the Court has appointed Dr. I. D. Gyang, a director of the Company or failing him, Mr. Ike Ekweremadu, also a director of the company or failing them both, any other director so appointed in their stead, to act as Chairman of the meeting.

A member of the company entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend, speak and vote instead of that member. A proxy need not be a member of the company.

Any member of the company entitled to attend and vote at the Meeting who is unable to attend the meeting and who wish to be represented at the Meeting by proxies, must complete and return the attached form of proxy in accordance with the instructions contained in the form of proxy so as to be received by the Company Secretary at the Registered Office of the Company at NO 5 Zaria Road, Jos, not less than 48 hours before the date of the meeting.

The Register of Members will be closed from ______ day of _______, 2015 to ________ day of _________, 2015, both dates inclusive, for the purpose of attendance at the Court Ordered Meeting.

Dated this ______ day of ____________, 2015