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.

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