PZ Shareholders to Decide Nutricima Sale July 28

By Dipo Olowookere

Shareholders of PZ Cussons Nigeria Plc are set to gather on Tuesday, July 28, 2020, at 11am concerning the proposed sale of one the company’s assets.

The board of the firm wants to offload an arm of the business, Nutricima Limited, to a leading dairy organisation, FrieslandCampina Wamco Nigeria Plc.

But for the deal to scale through, the highest decision-making organ of PZ Cussons, the shareholders, must authorise the transaction.

In order to obtain this approval, the board has called for an Extraordinary General Meeting (EGM) in three weeks’ time at the Command Centre, PZ Cussons Nigeria in Ilupeju, Lagos.

At the gathering of the company’s investors, the board will seek their consent to go ahead with the transfer of the assets to Friesland.

In a notice released by the company to the Nigerian Stock Exchange (NSE), it was stated that the shareholders would be required to pass a resolution that, “The role of the company as the property seller of the factory premises, the description of which is fully set out in Resolution 3 below (Factory Premises), in furtherance of the proposed sale of the business and assets of Nutricima Limited to FrieslandCampina Wamco Nigeria PLC and FrieslandCampina Nederland B.V.

“All such other acts, arrangements and roles of and/or by the company, contemplated and made in furtherance  of  the transaction under the transaction documents, notably, the Assets Purchase Agreement dated March 13, 2020, and the Property Transfer Agreement, executed, amongst others, between the company, Nutricima, FrieslandCampina Wamco and FrieslandCampina Nederland B.V subject to the procurement of requisite regulatory approvals for the transaction.”

In addition, the board wants the authorisation of the investors that, “The transfer to and vesting in the company of all rights and investment interests in the buildings and improvements (as defined in the Explanatory Note annexed hereto) within the factory premises, is hereby approved.

“The sale and transfer to FrieslandCampina Wamco Nigeria PLC of all that portion of land measuring approximately 67,733.235 square meters situate within Plot 20A Ikorodu Industrial Scheme in Ikorodu, Lagos State, Nigeria, (carved out from the Property covered by Certificate of Occupancy No. 6/6/1998E issued by the Lagos State Government on June 28, 1998, and has been registered as Number 6 at Page 6 in Volume 1998E in the Lands Registry of the Lagos State Government), alongside all rights and investment interests in the buildings and improvements (together with the Land Assets), is hereby approved.

“The board of directors is authorised to enter into and execute on behalf of the company the Asset Purchase Agreement, the Property Transfer Agreement(s), all other designated transaction documents to which the company is a party and all such other documents as may be necessary or otherwise required of the company to give effect to the transaction, subject to the procurement of requisite regulatory approvals therefor.”