June 8, 2011
The Company has notified The Exchange that, following its initial announcement on the 14th of December 2010, the Board of Directors of Nigerian Bottling Company Plc (“NBC”, the “Company”), on the 8th of June 2011 resolved to approve a Scheme of Arrangement between the Company and its shareholders pursuant to Section 539 of the Companies and Allied Matters Act (the “Transaction”).
The proposed Scheme of Arrangement is an integral part of an extensive plan by the Company to invest N45bn in Nigeria towards modernizing its infrastructure, enhancing its supply chain capabilities, strengthening its commercial platform and an expansion of its corporate social responsibility program. The Company remains committed to the socio-economic development of Nigeria, as evidenced by its significant investment plan, and firmly consider that such investment is required to ensure the sustainability of the Company’s business.
The Transaction will involve the cancellation of part of the paid up share capital of NBC and the subsequent delisting of the Company from the Daily Official List of the Nigerian Stock Exchange (“NSE”). The price to be paid per cancelled share has been increased from N43, the initial price announced on the 13th December 2010, to N47. All terms of the Transaction announced on the 14th of December 2010, other than price, remain the same. The price per cancelled share now represents a premium of 57% to the closing price on the 13th of December 2010 and a premium of 50% to the 30-day average share price prior to 13th of December 2010. The Transaction remains subject to (i) the approval by the shareholders of the Company at a meeting convened by order of the Federal High Court, and (ii) the sanction of the Federal High Court (the “Court”).
In line with the provisions of Section 539 of the Companies and Allied Matters Act, an application will be filed before the court requesting an order summoning a meeting of the shareholders of the Company (“Court Ordered Meeting) for the purpose of considering and, if thought fit, approving the Transaction. If the court order is granted, then the notice for the Court Ordered Meeting shall be published in widely circulated national newspapers and the Transaction document will be dispatched to shareholders along with the notices of the Court Ordered Meeting.
Renaissance Capital is Financial Advisor and Stock Broker to the Transaction and Olaniwun Ajayi LP are the Solicitors to the Transaction. KPMG Professional Services is Financial Advisor to the board of directors of NBC.