The Court Ordered Meeting for the purpose of considering and if thought fit, approving, with or without modification, a scheme of arrangement (“the Scheme”) between FLOUR MILLS OF NIGERIA PLC and the holders of its fully paid ordinary shares of 50 kobo each, is set to hold on Thursday November 14.
The scheme is in relation to Excelsior Shipping Company Limited (“Excelsior”), the Majority Shareholder in Flour Mills of Nigeria Plc (“Flour Mills” or “the Company”), proposal to all minority shareholders to increase its ownership of the Company to a 100%.
The Scheme will involve the transfer of 1,503,080,716 ordinary shares (scheme shares) of 50 Kobo each, comprising 36.66% of the Company’s issued and paid-up share capital representing the non-Excelsior shares (scheme shares).
Through the Scheme, 1,148,110,770 of the Scheme Shares will be transferred to Greywise Investment Solutions Limited, a wholly owned Nigerian subsidiary of Excelsior Shipping Company Limited, and 354,969,946 ordinary shares, representing the balance of the Scheme Shares, will be transferred directly to Excelsior Shipping Company Limited, the Majority Shareholder.
In consideration for the transfer of the Scheme Shares, a payment of ₦70.00 per Scheme Share. At the conclusion of this process, Excelsior Shipping Company Limited and Greywise Investment Solutions Limited will be the only shareholders in Flour Mills of Nigeria Plc. Following the Scheme, the Company will be de-listed from the NGX and re-registered as a private limited liability company pursuant to the relevant provisions of the NGX Rulebook and CAMA respectively.
For the scheme, Chapel Hill Denham acts as financial adviser and stockbroker, Banwo & Ighodalo as Solicitor, KPMG Nigeria as scrutineer, Deloitte as fairness opinion adviser, and Atlas Registrars Limited as registrars.
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