Economy
Dangote Flour Holds Court-Ordered Meeting October to Approve Sale to Olam
By Dipo Olowookere
Monday, October 14, 2019 has been fixed for a court-ordered meeting for shareholders of Dangote Flour Mills Plc to approve the sale of the firm to Olam International Limited through its subsidiary, Crown Flour Mills Limited.
Olam is looking to pay N120 billion for the acquisition of the company’s five billion shares not held by Crown Flour Mills at the rate of N24 each.
A statement released by Dangote Flour Mills disclosed that the “meeting will be held at 10:00am on Monday, October 14, 2019 at Muson Centre, Onikan, Lagos Island, Lagos.”
It was stated that registration of shareholders will commence two hours before the scheduled time of the meeting.
The court appointed Mr Asue Ighodalo (or failing him, Mr Arnold Ekpe, or failing them both, any other director of the company appointed in their stead by the shareholders present at the meeting) to act as Chairman of the said meeting and has directed the Chairman to report the results thereof to the court.
At the meeting, shareholders would be expected to confirm that, “The Scheme of Arrangement as contained in the Scheme Document dated Thursday, 29 August, 2019, 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;
“That as consideration for the transfer of the Scheme Shares, each holder of the Scheme Shares shall receive N24.00 per share;
That as a result of the Scheme, the legal and beneficial ownership of 100% of the shareholding of the Company, (not currently held by Crown Flour Mills Limited or any of its subsidiaries or affiliates), be transferred to Crown Flour Mills Limited and any other nominees of Crown Flour Mills Limited;
“That the Board of Directors of the Company be and are hereby authorised to take all actions deemed necessary to give effect to the aforementioned resolutions of the Company or as may become necessary to put the Scheme of Arrangement into effect and to consent to any modification of the Scheme that the Court or the relevant regulatory authorities shall deem fit to impose or approve.”
IN THE FEDERAL HIGH COURT OF NIGERIA
IN THE LAGOS JUDICIAL DIVISION
HOLDEN AT IKOYI LAGOS
SUIT NO: FHC/L/CS/ 1507/ 2019
IN THE MATTER OF AN APPLICATION UNDER SECTION 539 OF THE COMPANIES AND ALLIED MATTERS ACT CAP C20 LAWS OF THE FEDERATION OF NIGERIA, 2004 (CAMA)
IN RE:
DANGOTE FLOUR MILLS PLC. (RC. 501757)……………………………………………………………………………………………………………………………………………………………………….APPLICANT
NOTICE IS HEREBY GIVEN that by order of the Federal High Court, sitting in Lagos (hereinafter referred to as the “Court”) dated Friday, 30th August 2019 made in the above matter, the Court has directed that a meeting (the “Meeting”) of the holders of the fully paid up ordinary shares of Dangote Flour Mills Plc. (“DFM” or the “Company”) be convened for the purpose of considering and if thought fit, approving (with or without modification) a Scheme of Arrangement between DFM and the holders of its fully paid ordinary shares of 50 kobo each (the “Scheme”). The Scheme is explained in detail in the Explanatory Statement on pages 14 to 19 of the Scheme Document.
The Meeting will be held at 10:00am on Monday, 14 October, 2019 at Muson Centre, Onikan, Lagos Island, Lagos (or any such other venue as the Company’s directors may deem appropriate) at which place and time all the aforesaid shareholders are requested to attend. Registration of shareholders will commence two (2) hours before the scheduled time of the meeting. Copies of the Scheme Document and the Explanatory Statement pursuant to Sections 539 and 540 of CAMA are enclosed herewith.
At the Meeting, the following sub-joined resolutions will be proposed, and if thought fit, passed as a Special Resolution of the Company:
THAT:
- The Scheme of Arrangement as contained in the Scheme Document dated Thursday, 29 August, 2019, 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;
- Subject to the sanction of the Court:
- That as consideration for the transfer of the Scheme Shares, each holder of the Scheme Shares shall receive N24.OO per share;
- That as a result of the Scheme, the legal and beneficial ownership of 100% of the shareholding of the Company, (not currently held by Crown Flour Mills Limited or any of its subsidiaries or affiliates), be transferred to Crown Flour Mills Limited and any other nominees of Crown Flour Mills Limited;
- the Board of Directors of the Company be and are hereby authorised to take all actions deemed necessary to give effect to the aforementioned resolutions of the Company or as may become necessary to put the Scheme of Arrangement into effect and to consent to any modification of the Scheme that the Court or the relevant regulatory authorities shall deem fit to impose or approve.”
By the order of the Court, the Court has appointed Mr. Asue Ighodalo (or failing him, Mr. Arnold Ekpe, or failing them both, any other Director of the Company appointed in their stead by the shareholders present at the Meeting) to act as Chairman of the said meeting and has directed the Chairman to report the results thereof to the Court.
Voting at the Meeting shall be by poll. Shareholders may vote in person or they may appoint a proxy, whether a shareholder or not to attend the vote in their stead.
In compliance with the Rulebook of The Nigerian Stock Exchange (2015), Crown Flour Mills Limited, a wholly owned subsidiary of Olam International Limited and party to whom (together with its nominee), the Scheme Shares would be transferred, will not exercise its right to vote at the Meeting.
In addition to the questions that Shareholders can ask at the Meeting, the Shareholders may submit questions on the Scheme to the Company prior to the date of the Meeting. All such questions must be submitted to the Company Secretary on or before 10:00 am on Friday, 11 October, 2019.
A Proxy Form is being sent to each shareholder. In the case of joint shareholders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority will be determined by the order in which the names appear in the Register of Members of DFM.
It is requested that the duly executed and stamped Proxy Form (together with any power of attorney or other authority under which the Proxy Form is signed, or a notarised copy of such power of attorney or other authority) be lodged at the office of the Registrars, as shown on the Proxy Form, not less than 24 hours before the time appointed for the Court-Ordered Meeting.
Please note that the lodging of a Proxy Form does not prevent you from attending the meeting and voting in person should you so wish. However, in such instances, your proxy will not be entitled to attend or vote.
The Scheme will be subject to the subsequent sanction of the Court.
REGISTER OF MEMBERS UPDATE
The register of members of the Company will be closed from Monday, 30 September, 2019 to Friday, 4 October, 2019 (both dates inclusive) for the purpose of determining attendance at the meeting.
Shareholders whose names appear in the Register of Members on Friday, 27 September, 2019 will be entitled to attend and vote at the Meeting or any adjournment thereof and the number of votes which may be cast thereat will be determined by reference to the contents of the Register of Members.
Changes to entries in the Register of Members of the Company after that date and time shall be disregarded for the purposes of the Meeting.
Dated this Friday, 6th September 2019
AISHA LADI ISA Banwo & Ighodalo
COMPANY SECRETARY 48, Awolowo Road
Ikoyi, Lagos
By Adedapo Adesanya
The Petroleum and Natural Gas Senior Staff Association of Nigeria (PENGASSAN) has warned against the full privatisation of the country’s government-owned refineries.
Recall that the Nigerian National Petroleum Company (NNPC) is putting in place mechanisms to sell the moribund refineries in Port Harcourt, Warri, and Kaduna.
However, this has met fresh resistance, with the President of PENGASSAN, Mr Festus Osifo, saying selling a 100 per cent stake would mean the government losing total control of the refineries, a situation he warned would be detrimental to Nigeria’s energy security.
Mr Osifo said the union was advocating the sale of about 51 per cent of the government’s stake while retaining 49 per cent, which he described as being more beneficial to Nigerians.
“PENGASSAN, even before the time of Comrade Peter Esele, had been advocating that government should sell its shares. The reason why we don’t want government to sell it 100 per cent to private investors is because of the issue bordering on energy security,” he said on Channels Television, late on Sunday.
“So, what we have advocated is what I have said earlier. If government sells 51 per cent stake in the refinery, what is going to happen? They will lose control, so that is actually selling. But for the benefit of Nigerians, retain 49 per cent of it.“
The PENGASSAN leader maintained that if the government had heeded the union’s advice in the past, the oil industry would be in a better state than it is today.
He addressed concerns in some quarters over whether investors would be willing to buy stakes in government-owned refineries, insisting that there are investors who would be interested.
“Yes, there are investors who surely will be willing to buy a stake in the refinery because our population in Nigeria is quite huge, and those refineries, when well maintained without political pressures and political interference, will work,” he said.
However, Mr Osifo warned that even if the government decides to sell a 51 per cent stake, it must ensure that a complete valuation is carried out to avoid selling the refineries cheaply.
By Aduragbemi Omiyale
Capital market operators have been given a deadline by the Securities and Exchange Commission (SEC) for the renewal of their registration.
A statement from the regulator said CMOs have till Saturday, January 31, 2026, to renew their registration, and to make the process seamless, an electronic receipt and processing of applications would commence in the first quarter of 2026.
“These initiatives reflect our commitment to leveraging technology for faster, more transparent, and efficient regulatory processes.
“The commission is taking deliberate steps to make regulatory processes faster, more transparent, and technology-driven. We are investing in automation, database-supervision, and secure infrastructure to improve how we interact with the market,” the Director General of SEC, Mr Emomotimi Agama, was quoted as saying in the statement during an interview in Abuja over the weekend.
He noted that through the digital transformation portal, the organisation has automated registration and licensing end-to-end as operators can now submit applications, upload documents, and track approvals online, cutting down manual processing time and reducing the need for physical visits.
According to him, the agency has also rolled out the Commercial Paper issuance module, which allows operators to file documents, monitor progress, and receive approvals electronically while feedback from early users shows a clear improvement in turnaround time.
“Work is ongoing to automate quarterly and annual returns submissions, with structured templates and system checks to ensure accuracy. A returns analytics dashboard is also in development to support risk based supervision and exception reporting.
“To back these changes, we have started upgrading our IT infrastructure, servers, storage, networks, and security layers, to boost speed and reliability.
“Selective cloud migration is underway for platforms that need scalability and external access, while core internal systems remain on premisev5p for now as we assess security and cost implications.
“At the same time, we are strengthening data integrity and cybersecurity with vulnerability assessments and planned penetration testing once automation and migration phases are stable.
“These efforts show our commitment to building a modern, resilient regulatory environment that supports efficiency, investor confidence, and market stability,” he stated.
Mr Agama affirmed that the nation’s capital market was clearly on a path toward digital transformation adding that there is an urgent need for regulatory clarity on advanced technologies, targeted support for smaller firms, and capacity-building initiatives.
“A phased and proportionate approach to regulating emerging technologies such as AI is essential, complemented by internal readiness through supervisory technology tools.
“Furthermore, investor education, particularly among younger demographics, will be critical to future-proof participation and drive fintech adoption.
“Innovation is vital, but it must be accompanied by responsibility. As operators embrace automation, artificial intelligence, and data-driven tools, they bear a duty to ensure ethical, secure, and compliant deployment. Safeguarding investor data, preventing market abuse, and maintaining operational resilience are non-negotiable,” he declared.
The SEC DG said that ultimately, responsible technology adoption is about building trust, the cornerstone of our markets saying that trust thrives on fairness, transparency, accountability, and regulatory compliance.
He, therefore, urged operators to uphold these principles adding that it will not only protect investors and systemic stability but also strengthen the long-term credibility and competitiveness of the Nigerian capital market.
By Adedapo Adesanya
The Chairman of the Presidential Fiscal Policy and Tax Reforms Committee, Mr Taiwo Oyedele, has said there are no discrepancies in the tax laws passed by the National Assembly and the gazetted versions made available to the public.
Last week, a member of the House of Representatives, Mr Abdussamad Dasuki, raised worries about the differences between its version and that gazetted by the presidency.
However, speaking on Channels Television’s Morning Brief on Monday, Mr Oyedele claimed what has been circulating in the media was fake.
“Before you can say there is a difference between what was gazetted and what was passed, we have what has not been gazetted. We don’t have what was passed,” he said.
“The official harmonised bills certified by the clerk, which the National Assembly sent to the President, we don’t have a copy to compare. Only the lawmakers can say authoritatively what we sent.
“It should be the House of Representatives or Senate version. It should be the harmonised version certified by the clerk. Even me, I cannot say that I have it. I only have what was presented to Mr President to sign.”
Mr Oyedele stated that he reached out to the House of Representatives Committee regarding a particular Section 41 (8), which states, “You have to pay a deposit of 20 per cent.”
He noted that the response given by the committee was that its members had not met on the issue.
“I know that particular provision is not in the final gazette, but it was in the draft gazette. Some people decided that they should write the report of the committee before the committee had met, and it had circulated everywhere.
“What is out there in the media did not come from the committee set up by the House of Representatives. I think we should allow them do the investigation,” Mr Oyedele added.
In June, President Bola Tinubu signed the four tax reform bills into law, marking what the government has described as the most significant overhaul of the country’s tax system in decades.
The tax reform laws, which faced stiff opposition from federal lawmakers from the northern part of the country before their passage, are scheduled to take effect on January 1, 2026.
The laws include the Nigeria Tax Act, the Nigeria Tax Administration Act, the Nigeria Revenue Service (Establishment) Act, and the Joint Revenue Board (Establishment) Act, all operating under a single authority, the Nigeria Revenue Service.
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