Economy

Dangote Flour Holds Court-Ordered Meeting October to Approve Sale to Olam

Published

5 years ago

10/09/2019

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

Economy

House of Reps Passes MTEF-FSP For 2025-2027

Published

2 hours ago

27/11/2024

Adedapo Adesanya

By Adedapo Adesanya

The House of Representatives on Wednesday passed the Medium-Term Expenditure Framework (MTEF) and Fiscal Strategy Paper (FSP) for the next three years (2025-2027).

In passing the MTEF, the lower chamber’s committees on Finance, Petroleum Upstream, and Petroleum Downstream were tasked to investigate reports from the Revenue Mobilization, Allocation, and Fiscal Responsibility Commission (RMAFC) alleging that the Nigerian National Petroleum Company (NNPC) Limited’s withheld N8.48 trillion as claimed subsidies for petrol.

Additionally, the investigation will address the Nigeria Extractive Industries Transparency Initiative (NEITI) report that claimed the NNPC failed to remit $2 billion (N3.6 trillion) in taxes to the federal government.

The committees were further directed to verify the total cumulative amount of unremitted revenue (under-recovery) from the sale of Premium Motor Spirit (PMS) by the NNPC between 2020 and 2023.

Some of the recommendations in the MTEF as adopted by the house are; that the projected oil benchmark prices are $75, $76.2 and $75.3 per barrel in 2025, 2026 and 2027, respectively.

Three-year projections for domestic crude oil production are 2.06 million barrels per day, 2.10 million barrels per day and 2.35 million barrels per day for the subsequent years of 2025, 2026 and 2027.

The country’s economic growth rate forecast, measured by the gross domestic product (GDP) was put at 4.6 per cent, 4.4 per cent and 5.5 per cent for the years 2025, 2026 and 2027, respectively.

Economy

Petrol Station Owners Lament N75 Price Difference Between PH, Dangote Refineries

Published

5 hours ago

27/11/2024

Adedapo Adesanya

By Adedapo Adesanya

The Petroleum Products Retail Outlets Owners Association of Nigeria (PETROAN) has said the price of Premium Motor Spirit, also known as petrol, being sold by the old Port Harcourt Refinery, which resumed production on Tuesday, is N75 per litre higher than that sold by the Dangote Refinery.

This was revealed by the association’s Public Relations Officer, Mr Joseph Obele, during the official reopening ceremony of the refinery, which is now operating at a capacity of 60,000 barrels per day.

Business Post reports that the lifting price of Dangote’s petrol product is N990 per litre. However, the refinery announced a N20 discount on Sunday, which is only available to marketers buying a minimum of 2 million litres of the fuel.

Mr Obele, a former chairman of the Independent Petroleum Marketers Association of Nigeria (IPMAN) at the Port Harcourt Deport who initially applauded the federal government for revitalising the old refinery, expressed concern over the pricing disparity between petrol supplied by the Nigerian National Petroleum Company (NNPC) Limited and the Dangote Refinery.

According to him, while Dangote Refinery sells petrol to marketers at N970 per litre, NNPC’s price stands at N1,045, a difference of N75 per litre.

He said the N75 price differential is a steep margin for businesses, particularly for an industry where profitability hinges on competitive pricing.

However, Mr Obele described the refinery’s restoration as a significant step in reducing Nigeria’s dependence on imported petroleum products.

He revealed that the Group Chief Executive Officer of NNPC Limited, Mr Mele Kyari, has promised to address the issue and harmonise prices to mitigate the impact on marketers and consumers.

The reopening of the Port Harcourt Refinery I is expected to enhance local production capacity and reduce reliance on imports, a move welcomed by stakeholders across the sector.

However, concerns over pricing disparities underscore the need for continuous reforms to stabilise the downstream sector of the petroleum industry.

The reopening has also sparked anticipation for the rehabilitation of other state-owned refineries including the second refinery in Port Harcourt as well as the Warri and Kaduna structures.

Economy

Cardoso Targets Ease in Inflation, FX Pressures By Q1 2025

Published

6 hours ago

27/11/2024

Adedapo Adesanya

By Adedapo Adesanya

The Governor of the Central Bank of Nigeria (CBN), Mr Yemi Cardoso, has said the lender’s efforts to tame inflation and pressures on the foreign exchange market will begin to yield results by the first quarter of 2025.

Mr Cardoso spoke during a press conference in Abuja to announce the outcomes of the two-day meeting of the Monetary Policy Committee (MPC) which raised the Monetary Policy Rate (MPR) for the sixth time by 25 basis points to 27.50 per cent.

He said the apex bank is using every possible strategy to tame inflation with a firm assurance that ongoing monetary tightening measures, which it has done six times alone this year, will have a favourable outcome.

The CBN rationalised that the 25 basis points hike is targeted at addressing rising inflation, which stood at 33.88 per cent as of October 2024.

“The central bank is resolute and committed to continuing to fight the war against inflation and there is no going back on that.

“We are going to deploy everything in our arsenal to ensure that we are able to tame it. And of course, this entails the return to orthodox monetary policies,” Cardoso stated amid agitations of rising interest rates on the economy,” the central banker said.

According to him, the Committee was unanimous in its decision to further tighten policy, though members took a decision to retain the asymmetric corridor around the MPR at +500/-100 basis points; Cash Reserve Ratio of Deposit Money Banks at 50 per cent and Merchant Banks at 16 per cent; as well as the Liquidity Ratio at 30 per cent.

He also said the MPC was particularly concerned that all inflationary measures also inched up on a month-on-month basis, suggesting the persistence of price pressures, with attendant adverse impacts on the income and welfare of citizens.

Despite this, Mr Cardoso’s tone was optimistic, forecasting that current measures would be able to tame prices in coming months due to lag effect.

“It is important for people to understand that there is a time lag between when you implement policies and when they have an impact. That time lag can be anything up from six to nine months to even a year. Our own perspective is that we expect to see greater results in the first quarter of 2025.”

He said in addition, that the apex bank is working very assiduously with some of the relevant agencies to ensure that structural impediments to growth are handled appropriately.

“We are ensuring that we are on top of the game and that the foreign exchange market operates at its most optimal manner to reflect the true value of the currency, and of course, we have price discovery.”