November 20, 2012/ NSE
Shareholders are referred to the announcements dated 6 September 2012 regarding discussions between Flour Mills of Nigeria Plc (“Flour Mills”) and Nigerian Bag Manufacturing Company Plc (“Bagco”) in respect of the proposed merger of Flour Mills with Bagco and its subsidiaries, Northern Bag Manufacturing Company Limited and Bagco Morpack Nigeria Limited (the “Transaction”). The Securities and Exchange Commission (“SEC”) has now provided its approval-in-principle with respect to the Transaction.
Shareholders are further advised that the respective Boards of Directors of Flour Mills and Bagco propose to recommend to shareholders a consideration of 25 (twenty-five) ordinary shares of Bagco in exchange for 1 (one) ordinary share of Flour Mills, or a cash consideration of N2.75 for each ordinary share of Bagco as at the Effective Date. The cash consideration of N2.75 represents a c.39% premium to Bagco’s closing share price as at 16 November 2012, and a c.68% premium to Bagco’s closing share price as at 5 September 2012, the date prior to announcement of the Transaction. The consideration, as well as other terms of the Transaction, will be detailed in a Scheme Document and subject to the approval of the SEC, the Federal High Court, The Nigerian Stock Exchange, and the respective shareholders of Flour Mills and Bagco.
Shareholders are advised to continue exercising caution when dealing with Flour Mills’ and Bagco’s securities until a further, more detailed announcement is made.