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
Economy
OPEC+ Boost Output by 206kb/d as Iran War Limits Production
By Adedapo Adesanya
The Organisation of the Petroleum Exporting Countries and its allies (OPEC+) agreed to raise its oil output quotas by 206,000 barrels per day for May.
Eight members of OPEC+, comprising Saudi Arabia, Russia, Iraq, the UAE, Kuwait, Kazakhstan, Algeria, and Oman, agreed to the increase in May quota at a virtual meeting on Sunday, OPEC+ said in a statement.
However, the rise will be in theory, as its key members are unable to raise production due to the US-Israeli war with Iran, which has affected production.
The war has effectively shut the Strait of Hormuz, the world’s most important oil route, since the end of February and cut exports from some OPEC+ members, including Saudi Arabia, the UAE, Kuwait and Iraq. These are the only countries in the group which were able to significantly raise production even before the conflict began.
Besides the disruptions affecting Gulf members, others, such as Russia, are unable to increase output due to Western sanctions and damage to infrastructure inflicted during the war with Ukraine. For Nigeria, even as Africa’s largest producer, it has not been able to keep production quotas steady.
The OPEC+ quota increase of 206,000 barrels per day represents less than 2 per cent of the supply disrupted by the Hormuz closure, but it signals readiness to raise output once the waterway reopens.
Also meeting on Sunday, a separate OPEC+ panel called the Joint Ministerial Monitoring Committee (JMMC), expressed concern about attacks on energy assets, saying they were expensive and time-consuming to repair and so have an impact on supply.
May’s OPEC+ increase is the same as the eight members had agreed for April at their last meeting held on March 1, just as the war began to disrupt oil flows.
A month later, the largest oil supply disruption on record is estimated to have removed as many as 12 to 15 million barrels per day or up to 15 per cent of global supply.
The eight OPEC+ members have raised production quotas by about 2.9 million barrels per day from April 2025 through December 2025, before pausing increases for January to March 2026. The sub-group holds its next meeting on May 3.
Market analysts have warned that oil prices could hit $150 per barrel if the closure of the strait is prolonged and continues, due to damage to energy assets across the critical Middle East region.
As of the time of this report, Brent crude is trading at $108 per barrel, below the US West Texas Intermediate (WTI) crude at $109 per barrel.
Economy
Seplat Operations Resume After Pay Rise Deal With Striking Workers
By Adedapo Adesanya
Workers at Seplat Energy will resume work after a strike action that impacted production was called off by the Petroleum and Natural Gas Senior Staff Association of Nigeria (PENGASSAN) over the weekend, with the company issuing written commitments on pay rises.
Top employees began an indefinite strike last Friday as talks over a collective bargaining agreement and staff welfare issues broke down. The action came at a time when Nigeria is seeking to maximise production amid rising global oil prices.
According to Reuters, in an April 4 letter to the chief executive of Seplat Nigeria, Mr Roger Brown, PENGASSAN said it had directed members at the local energy firm to immediately suspend industrial action after negotiations resumed with the Nigerian National Petroleum Company (NNPC) Limited. Other less-skilled workers are covered by the Nigeria Labour Congress (NLC) and did not partake in the strike with PENGASSAN.
The union said talks on a 2026 collective bargaining agreement would continue, with the aim of concluding outstanding issues by April 13. However, according to the publication, the union did not disclose more details about its financial demands.
“We can confirm that the union has suspended its notice of industrial action to allow negotiations to conclude on outstanding items within an agreed framework,” Seplat spokesperson, Mr Ogechukwu Udeagha, said, adding that “operations are recommencing at our various locations.”
Seplat Energy’s group production averaged 131,506 barrels of oil equivalent per day in 2025, according to its latest audited results. That is the equivalent of around 7 per cent–9 per cent of Nigeria’s total liquids production.
The company expects output to rise to 155,000 barrels of oil equivalent per day, making any sustained disruption particularly sensitive for Nigeria’s supply outlook. This comes as it seeks to scale production while remaining a major supplier of gas to Nigeria’s domestic power market.
With the company’s output expected to rise, any prolonged disruption would have significantly impacted Nigeria’s oil supply and fiscal outlook.
Economy
NGX Weekly Turnover Drops 27.7% to 2.856 billion Equities
By Dipo Olowookere
The weekly turnover of the Nigerian Exchange (NGX) Limited shrank by 27.70 per cent or 1.094 billion equities, partly due to the inability of market participants to trade last Friday as a result of the Good Friday public holiday declared by the federal government.
In the week, investors bought and sold 2.856 billion equities worth N113.597 billion in 215,287 deals versus the 3.950 billion equities valued at N201.312 billion transacted in 359,642 deals in the preceding week.
The activity chart was led by the financial services industry with 1.811 billion shares valued at N61.901 billion in 86,818 deals, contributing 63.41 per cent and 54.49 per cent to the total trading volume and value, respectively.
The services sector traded 299.895 million stocks worth N2.966 billion in 13,797 deals, and the ICT segment exchanged 183.233 million equities for N14.654 billion in 25,287 deals.
Wema Bank, Access Holdings, and Secure Electronic Technology accounted for 734.659 million shares worth N14.134 billion in 12,319 deals, contributing 25.72 per cent and 12.44 per cent to the total trading volume and value apiece.
Data from the NGX said 29 stocks gained weight versus 47 stocks of the previous week, as 57 shares lost weight versus 45 shares in the preceding week, while 62 equities closed flat versus 56 equities a week earlier.
Multiverse led the gainers’ chart after it gained 20.66 per cent to trade at N20.15, UPDC REIT appreciated by 15.49 per cent to N8.20, International Energy Insurance chalked up 12.54 per cent to quote at N3.32, Austin Laz grew by 10.47 per cent to N4.43, and Unilever Nigeria rose by 10.00 per cent to N103.40.
Conversely, Secure Electronic Technology topped the losers’ table after it lost 21.54 per cent to close at N1.02, John Holt declined by 18.47 per cent to N15.45, May and Baker depreciated by 16.57 per cent to N35.00, Aluminium Extrusion moderated by 16.27 per cent to N10.55, and Legend Internet slipped by 16.00 per cent to N6.30.
Business Post reports that the All-Share Index (ASI) was up by 0.39 per cent to 201,698,89 points, and the market capitalisation rose by 0.65 per cent to N129.806 trillion.
In the same vein, all other indices finished higher apart from the main board, insurance, MERI Value, consumer goods, industrial goods and growth indices, which went down by 0.29 per cent, 4.25 per cent, 0.36 per cent, 1.74 per cent, 0.24 per cent, and 0.06 per cent, respectively, while the sovereign bond index closed flat.
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