AS an internal restructuring to be executed through a merger scheme, Dangote Sugar Refinery Plc said it had reached an agreement with NASCON Allied Industries Plc and Dangote Rice Limited.
The company disclosed this in a statement on Wednesday, August 30, signed by its secretary/legal adviser, Temitope Hassan.
It stated, “The Merging Entities have agreed [on] the terms and conditions of the Merger of the Company with NASCON Allied Industries Plc and Dangote Rice Limited, which is an internal restructuring to be executed through a Scheme of Merger, under Section 711 of the Companies & Allied Matters Act, 2020 (as amended) and other applicable rules and regulations.”
The ICIR reports that Section 711 of CAMA 2020 provides for the power of the Court to order separate meetings of companies on the application in summary of any of the companies to be affected, where under a scheme proposed for a compromise, arrangement or reconstruction between two or more companies or the merger of any two or more companies, the whole or any part of the undertaking or the property of any company concerned in the scheme is to be transferred to another company.
According to Dangote Sugar, it will offer scheme consideration, which means cash consideration and share consideration, to shareholders of NASCON and Dangote Rice.
The consideration offered is 11 ordinary shares of 50 Kobo each in Dangote Sugar, credited as fully paid-up shares, for every 12 NASCON shares of 50 Kobo each, which totals 2,428,651,847 new ordinary shares of the company (Dangote Sugar).
It also offered 14 ordinary shares of 50 Kobo each in Dangote Sugar, credited as fully paid-up shares, for every one ordinary share of N1.00 Kobo each in Dangote Rice share, which totals 2,775,792,508 new ordinary shares of Dangote Sugar.
The terms and conditions of the merger, as agreed by the parties, will be presented to the Securities and Exchange Commission (SEC) and, subsequently, the company’s shareholders at a Court-Ordered Meeting.
“The Company will now proceed to apply to the SEC for the approval of the Scheme, and subject to the approval of the SEC, will apply to the Federal High Court for an Order to convene a meeting of its Shareholders to consider the Scheme,” it said.
The company advised shareholders to exercise caution when dealing with its shares until it made a further announcement.
In a recent report on August 27 by The ICIR, shareholders had expressed concern why the SEC is not bordered with withholding investors’ money paid by Olam International Limited to acquire Dangote Flour Mills Plc.
Olam International had on November 1, 2019 completed 100 per cent acquisition of Dangote Flour and offered N120 billion compensation to investors but SEC had held on to the money.
Meanwhile, on Wednesday, August 30, the share price of Dangote Sugar rose by 1.48 per cent to close at N58.30 and NASCON by 3.60 per cent to N56.05, respectively.
Further checks showed that Dangote Sugar’s market capitalisation stood at N708.16 billion with shares outstanding of 12,146,878,241 units, while NASCON’s at N148.501 billion and 2,649,438,378 units.
Dangote Sugar is in the business of refining raw sugar into edible sugar and selling refined sugar. NASCON processes raw salt into edible salt and imports tomato paste.