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Tuesday, September 09,
2019 02:12PM / NSE
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:
a. 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;
b. Subject to the sanction of the Court:
(i) That as
consideration for the transfer of the Scheme Shares, each holder of the Scheme
Shares shall receive 824.00 per share;
(ii) 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;
c. 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."
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