Shareholders of Flour Mills of Nigeria Plc (FMN) have approved a N86 per share buyout under a Scheme of Arrangement at a Court-ordered meeting. The resolution paves the way for the transfer of ownership of FMN shares to Excelsior Shipping Company Limited and its Nigerian subsidiary, Greywise Investment Solutions Limited.
At the meeting, shareholders endorsed a comprehensive restructuring plan that includes the transfer of legal and beneficial ownership of FMN’s shares to Excelsior Shipping Company Limited and Greywise Investment Solutions Limited.
The shareholders also approved that, “Each shareholder will receive N86 per share as compensation for the transfer of their holdings, a move expected to deliver significant value to investors.
“That Nigerian Exchange Limited (“NGX”) and Central Securities Clearing System Pic (“CSCS”) shall be notified and requested to terminate trading in the shares with effect from the Eligibility Date and no trading or transfer of the Company’s shares shall be registered after that date;
“That conditional upon the Scheme becoming effective, the Company’s shares shall be de-listed from NGX on the Eligibility Date and following that date, all the share certificates representing the interests of the Scheme Shareholders (as defined in the Scheme Document) shall be deemed to be dematerialized and in the case of dematerialised shares, all the shares of the Company that were lodged with the CSCS in the names of the Scheme Shareholders shall be transferred to Excelsior Shipping Company Limited and Greywise Investment Solutions Limited”.
The Board of Directors was also authorized to take all necessary steps to ensure the scheme’s implementation, including securing sanctions from the Federal High Court and approvals from the Securities and Exchange Commission (SEC). Flour Mills of Nigeria Plc (FMN), one of Nigeria’s largest food and agro-allied companies, has recently announced plans to acquire all shares held by its minority shareholders following the receipt of necessary regulatory approvals.
In a statement issued to the Nigerian Exchange Limited (NGX), the company disclosed that its majority shareholder, Excelsior Shipping Company Limited, has extended an offer to buy out the remaining shares held by minority shareholders.
This acquisition will be conducted through a Scheme of Arrangement, in line with Section 715 of the Companies and Allied Matters Act 2020 (as amended). The proposed transaction aims to transfer all outstanding shares of Flour Mills not already owned by Excelsior to the majority shareholder.
