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 Aduragbemi Omiyale
Shareholders of Transcorp Plc should expect their phones to buzz with bank alerts very soon, as the board has proposed the payment of an interim dividend of 40 Kobo per share for the first half of the 2026 fiscal year.
The company announced the cash reward payment to investors in the unaudited financial statements submitted to the Nigerian Exchange (NGX) Limited.
The interim dividend would be paid on Tuesday, July 28, 2026, subject to appropriate withholding tax deduction and to shareholders whose names appear in the Register of Members as of the close of business on Thursday, July 23, 2026.
Analysis of the results showed that the conglomerate delivered a strong revenue and profit performance, with improved margins and ratios notwithstanding challenges in the operating environment.
The performance was driven by the organisation’s disciplined cost management and operational efficiency, underpinned by a resilient business strategy and solid corporate governance ethos.
In the period under review, the power sector was impacted by gas supply constraints, as well as grid-related challenges, which saw a reduction in the overall power supply in the country.
Similarly, the hospitality business continues to innovate and leverage its assets to deliver superior service excellence.
These challenges impacted Transcorp’s earnings, which contracted to N241.5 billion in the first half of this year from N279.0 billion in the corresponding period of 2025, while profit after tax moderated to N54.4 billion from N65.2 billion in H1 2025.
“These results reflect the quality of the underlying business and resilience of the group’s earnings. Despite a lower revenue base arising from sector-wide power infrastructure constraints, we expanded our profit-before-tax margin to 31.4 per cent, from 30.7 per cent in the prior period, a direct result of disciplined cost optimisation and operational efficiency across our businesses.
“Our financial position remains strong, with a robust equity base which grew to N367.8 billion by half-year 2026. Our strength is hinged on the diversified earnings capability from key sectors, including the hospitality business, which grew its profit after tax by 21 per cent. This financial foundation gives us the confidence to protect and grow long-term value for our shareholders as operating conditions normalise,” the Chief Financial Officer of Transcorp, Mr Festus Izevbizua, stated.
Also, the chief executive of the firm, Mr Owen Omogiafo, said, “Despite disruptions to power transmission infrastructure and a challenging macroeconomic environment, Transcorp delivered a strong profit and an even stronger balance sheet, a reflection of our operational discipline and efficiency.
“At Transcorp Group, our operations are driven by our purpose to improve lives and transform Africa. We continue to create impact in the sectors that matter most to Nigeria’s future, and that same conviction continues to guide us through every phase of the cycle.
“Despite the constrained grid infrastructure seen in the first half of the year, we forged ahead, engaging with strategic partners to deliver much-needed power to Nigerians.
“Through our 5,000-capacity, multi-purpose event facility, Transcorp Centre, and our flagship 1,000-key Transcorp Hilton Abuja, we have continued to make the Federal Capital Territory the preferred location for business and leisure.
“Our strategy is clear, our balance sheet is robust, and our confidence in the value we are creating for our shareholders remains firm.”
By Adedapo Adesanya
The NASD Over-the-Counter (OTC) Securities Exchange lost its gaining streak on Wednesday, July 22, after it fell by 0.24 per cent despite the presence of five price gainers.
Yesterday, the market capitalisation went down by N6.32 billion to N2.631 trillion from the previous session’s N2.637 trillion, and the NASD Security Index (NSI) depreciated by 10.49 points to 4,383.48 points from 4,393.97 points.
The poor outcome was caused by the losses recorded by two securities, led by FrieslandCampina Wamco Nigeria Plc, which lost N5.60 to settle at N147.55 per unit compared with Tuesday’s closing price of N153.15 per unit, and Central Securities Clearing System (CSCS) Plc, which tumbled by N1.01 to N98.32 per share from N99.33 per share.
On the flip side, Nipco Plc added N38.00 to sell at N422.00 per unit versus N384.00 per share, Afriland Properties Plc gained 75 Kobo to close at N15.76 per share versus N15.01 per share, Geo-Fluids Plc improved by 23 Kobo to N2.53 per unit from N2.30 per unit, Industrial and General Insurance (IGI) Plc appreciated by 2 Kobo to 52 Kobo per share from 50 Kobo per share, and Food Concepts Plc increased by 1 Kobo to N2.49 per unit from N2.48 per unit.
At midweek, the volume of securities surged by 3,438.9 per cent to 11.4 million units from 322,147 units, the value of securities rose by 122.2 per cent to N43.1 million from N19.4 million, and the number of deals jumped by 81.5 per cent to 49 deals from 27 deals.
Great Nigeria Insurance (GNI) Plc remained the most active stock on a year-to-date basis, with 3.4 billion units valued at N8.4 billion, followed by Infrastructure Credit Guarantee (Infracredit) Plc with 2.3 billion units worth N6.5 billion, and CSCS Plc with 75.4 million units exchanged for N5.4 billion.
GNI Plc was also the most traded stock by volume on a year-to-date basis, with 3.4 billion units sold for N8.4 billion, followed by Infracredit Plc with 2.3 billion units transacted for N6.5 billion, and Resourcery Plc with 1.1 billion units traded for N415.7 million.
By Dipo Olowookere
The domestic stock exchange slipped into the negative territory on Wednesday by 0.50 per cent after the consumer goods sector closed lower by 5.04 per cent despite the gains recorded by the other key sectors.
The insurance index shed 1.64 per cent, the banking space gained 1.51 per cent, and the industrial goods segment expanded by 0.81 per cent, while the energy counter closed flat.
At the close of business, the market capitalisation declined by N800 billion to N158.319 trillion from N159.119 trillion, and the All-Share Index (ASI) shrank by 1,241.19 points to 245,418.37 points from 246,659.56 points.
The duo of BUA Foods and Nestle Nigeria crumbled by 10.00 per cent each to N845.10 and N2,812.50, respectively. Mecure lost 9.94 per cent to trade at N69.30, International Energy Insurance slumped by 9.84 per cent to N4.40, and UAC Nigeria dipped by 7.75 per cent to N184.45.
On the flip side, the trio of Unilever Nigeria, Trans-Nationwide Express, and Cadbury Nigeria improved by 10.00 per cent each to quote at N137.50, N3.08, and N137.50, respectively. Thomas Wyatt moved up by 9.95 per cent to 4.09, and UPDC REIT jumped by 9.40 per cent to N12.80.
A total of 37 stocks ended on the advancers’ chart and 28 stocks finished on the laggards’ log, indicating a positive market breadth index and bullish investor sentiment.
Market participants transacted 1.3 billion shares worth N158.3 billion in 47,458 deals at midweek, in contrast to the 932.5 million shares valued at N49.3 billion traded in 50,059 deals in the preceding day. This implied that the number of deals declined by 5.20 per cent, while the trading volume and value increased by 39.41 per cent and 221.10 per cent, respectively.
First Holdco led the activity chart, with a turnover of 736.0 million units valued at N80.8 billion, Access Holdings exchanged 79.6 million units for N2.1 billion, GTCO transacted 34.1 million units worth N4.4 billion, Mutual Benefits sold 24.4 million units valued at N85.3 million, and Zenith Bank traded 21.5 million units for N2.6 billion.
