Nigerian Bottling Company Plc: Proposed Scheme of Agreement
Nigerian Bottling Company Plc (“NBC” or “the Company”), wishes to formally inform the Nigerian Stock Exchange (“NSE”) of a proposed Scheme of Arrangement (“Scheme”) between the Company and its members, involving a cancellation of part of its share capital, such that the Company would become a wholly owned subsidiary of its majority shareholder, Coca-Cola Hellenic Bottling Company S.A. (“Hellenic”).
The proposed Scheme would be effected under the provision of S539 of the Companies and Allied Matters Act (“CAMA”), which allows for an arrangement to be proposed between a company and its members.
The proposed structure envisages a cash consideration to be paid as compensation to shareholders for the cancellation of the shares of the Company which Hellenic (through its subsidiaries) does not already own. The terms and conditions thereof will be incorporated in a Scheme document to be circulated within the stipulated statutory period to all the Company’s shareholders for their consideration.
The proposed Scheme includes a cash payment ofN43 per NBC share as consideration to the minority shareholders. The proposed price would provide all minority shareholders with a premium of 37.4% to the 30-day average closing price and 43.2% to the closing price of NBC shares on the NSE on December 13 2010 which was N30.03 per NBC share.
The proposed Scheme will also be subject to the approval of the shareholders at a meeting of the Company, convened on the order of the Federal High Court (“FHC”), and will only become binding and effective upon obtaining the approval of not less than three-quarters in value of shares held by those present and voting, in person or by proxy, at the said meeting and the subsequent sanction of the FHC.
An application will consequently be made for the delisting of the Company’s shares from the Daily Official List of the NSE. The Company will also be re-registered as a private company in accordance with the relevant provisions of CAMA.
“The consequences of the ongoing imbroglio on the exchange have taken a new dimension as it was reported in the dailies today that three foreign blue chip companies (from Breweries, Conglomerate and Food & beverages subsectors) might be threatening to pull out of the bourse. According to the information gathered, loss of confidence, crisis in the Exchange and market meltdown was among the reasons why these companies are threatening to pull out from the stock exchange.
This further strengthens our stand as expressed in our previous reports that there are urgent needs to resolve the ongoing crisis; the more the crisis lingers, the worst it may continue to get for the market as this will make the market unattractive for reasonable investors. Foreign investors will be scared away further”.