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:
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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