De-listing of Flour Mills of Nigeria Plc shares: Excelsior to acquire all shares held by minority shareholders

Flour Mills of Nigeria Plc (NGX: FLOURMILL) has notified the Nigerian Exchange Limited and its stakeholders that the Company has received an offer from Excelsior Shipping Company Limited to acquire all the shares held by the minority shareholders in Flour Mills.

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Excelsior Shipping Company Limited owns 2,597,314,890 out of 4,100,395,606 shares of Flour Mills of Nigeria Plc, representing 63.34% of the paid up share capital of the Company. No other individual shareholder held up to 5% of the issued share capital of the Company as at 31 March, 2024.

The transaction will be implemented by way of a Scheme of Arrangement between the Company and the Company’s shareholders in accordance with the provisions of Section 715 of the Companies and Allied Matters Act 2020.

Under the terms of the Scheme, the minority shares will be acquired by Excelsior. As consideration for the transfer of the Scheme Shares, each holder of the Scheme Shares shall receive ₦70 in exchange for each share.

Upon completion of the arrangement the shares of Flour Mills of Nigeria Plc will be de-listed from the Nigerian Exchange .

In a regulatory filing on Tuesday, the Company stated that it has received the Securities & Exchange Commission’s “No Objection” to the Scheme.

Flour Mills has also obtained an Order of the Federal High Court to convene a Court-Ordered meeting on Thursday November 14, 2024 at 10.00am. The venue for the Court-Ordered Meeting is Eko Hotel Convention Centre, 1415 Adetokunbo Ademola Street, Victoria Island, Lagos. The Court-Ordered Meeting is being convened to consider the Transaction.

The Scheme is also subject to the approval of the shareholders of Flour Mills at the Court-Ordered Meeting as well as the sanction of the Federal High Court.

At the meeting, the following sub-joined resolutions will be proposed and if thought fit passed as a special resolution of the Company:

1. “That the Scheme of Arrangement as contained in the Scheme Document dated September 23, 2024 with or subject
  to such modification, addition or condition agreed at the Meeting and/or approved or imposed by the Securities and
  Exchange Commission (“SEC”) and/or the Court, a print of which has been submitted at the Meeting and, for purposes
  of identification, endorsed by the Chairman, be and is hereby approved;
2. For the purpose of giving effect to the Scheme subject to such modification, addition and condition agreed between the Company and Holders of its Ordinary Shares and/or approved or imposed by the Court or any regulatory authority, with effect from the Effective Date (as defined in the Scheme Document):
  1. The legal and beneficial ownership of the Scheme Shares (as defined in the Scheme Document) be transferred to Excelsior Shipping Company Limited and its wholly owned Nigerian subsidiary, Greywise Investment Solutions Limited without further act or deed.
  2. The holders of the Scheme Shares be paid the Scheme Consideration (as defined in the Scheme Document) by Excelsior Shipping Company Limited for the transfer of the said Scheme Shares;
3. That as consideration for the transfer of the Scheme Shares, each holder of the Scheme Shares shall receive ₦70 per share transferred;
4. That Nigerian Exchange Limited (“NGX”) and Central Securities Clearing System Plc (“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;
5. 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;
6. That the Board of Directors of the Company be and are hereby authorised to take all necessary steps and to consent to any modifications of the Scheme of Arrangement that the Federal High Court or the Securities & Exchange Commission may deem fit to impose or approve, or that may otherwise be required; and
7. That the Solicitors of the Company be directed to seek orders of the Court sanctioning the Scheme and the foregoing resolutions, as well as such incidental, consequential and supplemental orders as are necessary or required to give full effect to the Scheme.”

Excelsior Shipping Company Limited is a company registered in Liberia, the beneficial owner of Excelsior Shipping Company is a trust established by the late John S. Coumantaros.

Flour Mills of Nigeria Plc, one of the leading FMCG companies in Nigeria and West Africa was founded in 160 by George S. Coumantaros. It listed its shares on the Nigerian Exchange in 1978.

The Group and Company are primarily engaged in flour milling, production of pasta, noodles, edible oil and refined sugar, production of livestock feeds, farming and other Agro‑allied activities, distribution and sales of fertilizer, manufacturing and marketing of laminated woven polypropylene sacks and flexible packaging materials, development of real estate properties for rental, operation of terminals A and B at the Apapa Port, customs clearing, forwarding agents, shipping agents and logistics.

Flour Mills of Nigeria Plc owns 60% of Northern Nigeria Flour Mills Plc (NGX: NNFM) and 48% of Honeywell Flour Mills Plc (NGX: HONYFLOUR), both listed on the Nigerian Exchange.