By Dipo Olowookere
The board of Dangote Flour Mills Plc has announced the postponement of the company’s 2019 Annual General Meeting (AGM) earlier slated for this month.
In a notice to the Nigerian Stock Exchange (NSE) the flour miller said though it has no specific date this gathering of shareholders would take place, it was optimistic it should occur before December 21, 2019.
Explaining the rationale behind the cancellation of the AGM, the board said it was because of the Court-Ordered Meeting (COM) scheduled to hold on October 14, 2019 in Lagos.
“Based on the forthcoming Court Ordered Meeting, the board is of the opinion that it will not be practical nor effective to convene an AGM shortly before the Court Ordered Meeting and has therefore, sought and obtained the approval of the Corporate Affairs Commission to hold the AGM no later than December 21, 2019,’ the board explained.
“In view of the fact that the outcome of the Court Ordered Meeting is unknown, the board is unable to propose a specific date for the AGM at this time,” it added.
Dangote Flour is planning to get approval of shareholders to sell the entire issued shares of the company not currently held by Olam through its subsidiary, Crown Flour Mills Limited, by way of a scheme of arrangement.
Business Post reports that on Monday, August 5, 2019, the board of Dangote Flour said in a notice to the NSE that it has received a revised offer from Crown Flour with a final consideration of N120 billion for the acquisition of the company’s 5 billion shares at the rate of N24 each. It explained that the lowering of the valuation followed some adjustments.
It was stated that shareholders of Dangote Flour, excluding Crown Flour, would be paid this amount in accordance with the terms of the scheme document to be considered and approved by the shareholders at a court ordered meeting to be convened for that purpose.
At next Monday’s COM, 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.”
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