Flour Mills of Nigeria Plc (FMN), one of Nigeria’s largest food and agro-allied companies, has 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) and seen by NewsNGR, 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.
The statement reads: ”Flour Mills of Nigeria Pic hereby notifies Nigerian Exchange Limited and our esteemed stakeholders that the Company has received an offer from the majority shareholder – Excelsior Shipping Company Limited (“Excelsior”) – to acquire all the shares held by the minority shareholders in Flour Mills (“the Transaction”).
The transaction will be implemented by way of a Scheme of Arrangement (“the Scheme”) between the Company and the Company’s shareholders (“the Minority Shareholders”), in accordance with the provisions of Section 715 of the Companies and Allied Matters Act 2020 (as amended). Under the terms of the Scheme, the minority shares (being all the outstanding shares of Flour Mills not already held by Excelsior) will be acquired by Excelsior”.
The company noted that it has received the Securities and Exchange Commission’s “No Objection” to the Scheme.
Flour Mills also announced that it has secured an order from the Federal High Court to convene a Court-Ordered Meeting with its shareholders.
The meeting will take place on Thursday, November 14, 2024, at 10:00 a.m. at the Eko Hotel Convention Centre, Victoria Island, Lagos. The purpose of the meeting is to seek shareholder approval for the transaction.
The success of the Scheme is contingent upon approval from Flour Mills’ shareholders during the Court-Ordered Meeting and subsequent sanctioning by the Federal High Court.
Details of the Scheme and its terms will be made available in the Scheme Document, which will be distributed to all shareholders in advance of the meeting.
“Further details will be communicated upon receipt of requisite approvals from shareholders and regulators. The Investing public is advised to exercise caution when dealing in the shares of the Company,” the company said.
This development marks a significant move in Flour Mills’ corporate restructuring, as the company seeks to consolidate ownership under Excelsior Shipping Company Limited.