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 Adedapo Adesanya
The NASD Over-the-Counter (OTC) Securities Exchange opened the week with a 0.52 per cent rise on Monday, July 20, driven by renewed buying interest.
The volume of securities traded during the opening session surged by 6,663.3 per cent to 52.6 million units from the previous 777,002 units, and the value of securities rose by 200.9 per cent to N191.2 million from the preceding session’s N104.2 million, while the number of deals depreciated by 15.2 per cent to 28 deals compared to the preceding session’s 33 deals.
Great Nigeria Insurance (GNI) Plc remained the most active stock by value on a year-to-date basis, with 3.4 billion units sold for N8.4 billion, followed by Infrastructure Credit Guarantee (Infracredit) Plc with 2.3 billion units valued at N6.5 billion in trades, and Central Securities Clearing System (CSCS) Plc with 75.4 million units exchanged for N5.3 billion.
GNI Plc also closed the day as the most traded stock by volume on a year-to-date basis, with 3.4 billion units worth 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.
Yesterday, there were two price gainers and three price losers, led by FrieslandCampina Wamco Nigeria Plc, which slid by 66 Kobo to end at N141.15 per unit versus last Friday’s N141.81 per unit, Food Concepts Plc lost 24 Kobo to close at N2.31 per share versus N2.55 per share, and Geo-Fluids Plc declined by 17 Kobo to settle at N2.25 per unit compared with the previous closing price of N2.42 per unit.
Conversely, CSCS Plc chalked up N5.19 to close at N99.33 per share versus N94.14 per share, and Mass Telecoms Plc appreciated by 3 Kobo to sell at 35 Kobo per unit from 32 Kobo per unit.
As a result, the market capitalisation increased by N13.57 billion to N2.606 trillion from N2.593 trillion, and the NASD Security Index (NSI) gained 22.6 points to quote at 4,343.27 points, in contrast to the previous 4,320.67 points.
By Adedapo Adesanya
The Naira almost traded flat against the United States Dollar in the Nigerian Autonomous Foreign Exchange Market (NAFEX) on Monday, July 20. It gained 7 Kobo during the session to sell at N1,380.11/$1, in contrast to last Friday’s value of N1,380.18/$1.
It also appreciated against the Euro in the same market window during the session by N1.64 to close at N1,575.95/€1 versus the preceding session’s N1,576.99/€1, but depreciated against the Pound Sterling by N2.93 to trade at N1,857.35/£1 compared with the previous trading day’s N1,854.42/£1.
At the GTBank forex desk, the Nigerian Naira lost N1 against the US Dollar to quote at N1,389/$1 versus N1,388/$1, and at the black market, it traded flat at N1,405/$1.
Data from the Central Bank of Nigeria (CBN) showed that interbank FX turnover settled at $266.2 million, 7.5 per cent lower than the previous close of $287.8 million. Also, the number of deals at the interbank FX market declined to 68 from 106.
Despite this, there are signals that the Naira has pillars that can prop up its stability. Updated data from the apex bank showed Nigeria’s gross foreign exchange reserves increased to $51.92 billion as of July 16, 2026, reflecting continued improvements in the country’s external position.
A slew of analysts predict further increases will lift the gross balance above $52 billion this week, the highest seen since 2009.
Also, there are expectations that the country will be able to boost remittances into the country to $1 billion on a monthly basis by the end of the year; this will help ease pressure on the FX markets.
Meanwhile, in the crypto market, Bitcoin (BTC) climbed to about $65,500, reaching a two-week high, as the semiconductor selloff that dragged crypto lower last week reversed and Asian chip stocks led a broad risk rally. It rose by 2.4 per cent to $65,676.01.
There was also support from five straight days of inflows into US spot Bitcoin ETFs totalling more than $600 million, marking the strongest stretch of institutional buying since mid-July.
Cardano (ADA) jumped by 8.3 per cent to $0.1756, Ethereum (ETH) grew by 4.0 per cent to $1,930.33, Ripple (XRP) improved by 3.9 per cent to $1.13, Solana (SOL) appreciated by 3.2 per cent to $78.34, Binance Coin (BNB) added 1.9 per cent to sell for $575.34, and Dogecoin (DOGE) expanded by 1.7 per cent rise to $0.0729.
However, TRON (TRX) declined by 0.1 per cent to $0.3261, and the US Dollar Tether (USDT) and the US Dollar Coin (USDC) traded flat at $1.00 each
By Dipo Olowookere
Sustained bargain-hunting in local stocks further lifted the Nigerian Exchange (NGX) Limited by 1.12 per cent on Monday.
The buying pressure was across the major sectors of Customs Street, though the consumer goods space came under profit-taking, closing flat.
But the banking counter expanded by 3.14 per cent, the industrial goods index gained 2.82 per cent, the insurance sector increased by 0.25 per cent, and the energy segment soared by 0.08 per cent.
Consequently, the All-Share Index (ASI) surged by 2,721.83 points to 246,183.96 points from 243,462.13 points, and the market capitalisation went up by N1.755 trillion to N158.812 trillion from N157.057 trillion.
Custodian Investment and NEM Insurance chalked up 10.00 per cent each to sell for N75.90 and N30.80, respectively, BUA Cement rose by 9.98 per cent to N303.10, First Holdco improved by 9.95 per cent to N105.50, and FTN Cocoa advanced by 9.94 per cent to N9.29.
On the flip side, SUNU Assurances shrank by 10.00 per cent to N3.60, Tripple Gee slipped by 9.77 per cent to N3.51, ABC Transport tumbled by 9.62 per cent to N7.05 per cent, Abbey Bank crashed by 9.00 per cent to N9.10, and Coronation Insurance dipped by 7.69 per cent to N2.40.
The market breadth index was flat yesterday, as there were 31 price gainers and 31 price losers.
First Holdco led the activity chart during the session, with a turnover of 203.9 million shares valued at N21.5 billion. Access Holdings sold 190.7 million equities worth N4.8 billion, UBA traded 29.2 million stocks for N1.4 billion, Zenith Bank transacted 24.7 million shares valued at N2.9 billion, and Sterling Holdings exchanged 23.6 million equities worth N187.4 million.
When trading activities ended at 4 pm, investors traded 851.6 million stocks for N49.6 billion in 56,873 deals compared with the 685.9 million stocks valued at N42.7 billion transacted in 44,134 deals last Friday, representing a rise in the trading volume, value, and number of deals by 24.16 per cent, 16.16 per cent, and 28.86 per cent, respectively.
