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Flour Mills of Nigeria has announced that its majority shareholder, Excelsior Shipping Company Limited, has offered to acquire all shares held by minority shareholders, a move that could result in the company’s delisting from the Nigerian Exchange (NGX).
The company made this disclosure on the NGX platform on September 24, 2024, just days after its stock price surged by 22% month-to-date in the third week of trading.
According to the announcement, the acquisition proposal has already received a “no objection” ruling from the Securities and Exchange Commission (SEC), positioning the company for an imminent exit from the Nigerian stock market.
What to Know
Excelsior Shipping Company Limited, which currently owns 62.95% of Flour Mills’ shares, aims to acquire the remaining shares to complete its takeover.
This transaction would result in the delisting of Flour Mills from the NGX, as both the NGX and the Central Securities Clearing System (CSCS) will be notified, and trading in the company’s shares will be terminated once the eligibility date is confirmed.
The acquisition plan has been approved by the SEC and will be executed through a scheme of arrangement between the company and its shareholders.
Flour Mills has obtained a court order to hold a shareholder meeting on November 14, 2024, to seek approval for the scheme. Notably, Excelsior Shipping Company Limited will not vote at this meeting.
The Scheme of Arrangement
The proposed divestment is outlined under Section 715 of the Companies and Allied Matters Act (CAMA) 2020. Under the scheme, any outstanding shares not currently held by Excelsior Shipping Company Limited will be transferred to the majority shareholder.
A notice accompanying the court order explains, “The legal and beneficial ownership of the scheme shares (as defined in the scheme document) shall be transferred to Excelsior Shipping Company Limited and its wholly owned Nigerian subsidiary, Greywise Investment Solutions Limited, without further act or deed.”
“In exchange, shareholders will receive N70 per share as consideration for the transfer.”
To streamline the process, Flour Mills has announced that its register of members will be closed from September 25 to September 27, 2024.
https://nairametrics.com/2024/....09/25/excelsior-requ