Notore Chemical Industries Plc has disclosed plans for a Scheme of Arrangement to facilitate the acquisition of all shares held by minority shareholders, referred to as Scheme Shareholders.
This proposal comes from Kwararafa Africa Limited in collaboration with TY Holdings Limited and Notore Chemical Industries (Mauritius) Limited.
The Scheme of Arrangement, to be implemented under Section 715 of the Companies and Allied Matters Act 2020 (as amended) and other applicable laws, aims to streamline the Company’s ownership structure.
The transaction is subject to several key approvals, including the Securities and Exchange Commission (SEC), endorsement by Scheme Shareholders at a Court-Ordered Meeting and sanction by the Federal High Court.
Details of the Scheme, including its terms and conditions, will be provided in the Scheme Document, which will be distributed to shareholders once the initial SEC approval is received.
Additionally, the Federal High Court will issue an order to convene a Court-Ordered Meeting for shareholders to deliberate on the proposal.
The statement reads:
“Notore Chemical Industries Plc hereby notifies the Nigerian Exchange Limite, the investing public and our esteemed stakeholders that the Company has received an offer from Kwararafa Africa Limited, acting along with TY Holdings Limited and Notore Chemical Industries (Mauritius) Limited, to acquire all the shares being held by the minority shareholders in Notore.
“The transaction is proposed to be implemented by way of a Scheme of Arrangement between the Company and its shareholders in accordance with the provisions of Section 715 of the Companies and Allied Matters Act 2020 (as amended), and other applicable laws.
“The effectiveness of the Scheme is subject to the approval of the Securities and Exchange Commission, the Scheme Shareholders at the Court-Ordered Meeting, as well as the sanction of the Federal High Court.
“The terms and conditions of the Scheme will be stated in the Scheme Document which will be dispatched to all shareholders, following receipt of an initial approval from the SEC and a subsequent order from the Federal High Court to convene a Court-Ordered Meeting of the Company’s shareholders”.