AIRSERVICE Notifies of the Company’s Proposed Voluntary Delisting from the NSE

Proshare

Thursday, April 11, 2019 04:00PM / NSE

 

This Extension Notice is issued pursuant to the Listing Rules of The Nigerian Stock Exchange ("NSE” or “The Exchange”) and is intended to provide minority shareholders of Newrest ASL Nigeria Plc who may have missed previous publications, with a further notice regarding the buyback period/exit consideration offer.

 

At the Extra-Ordinary General Meeting (“EGM"”) of  Newrest ASL Nigeria Plc (“Newrest ASL” or “the Company”) held on Tuesday, January 29 2019, the Shareholders of the Company approved the Voluntary Delisting of the Company from the Exchange as recommended by the Directors.

 

Board Recommendation

The Board of Newrest ASL approved the initiation of the process for the Voluntary Delisting of Newrest ASL in accordance with the rules of the NSE on December 18, 2018. Further, the NSE gave its approval of the delisting on February 20, 2019.

 

Transaction Rationale

The purpose for listing Newrest ASL was to raise capital for the Company as well as provide liquidity to its shareholders. The current illiquidity nature of the market has rendered this primary corporate objective unattainable for Newrest ASL. There was a significant fall in trading volumes from 78,094,753 units in FY2017 to 9,029,052 units in FY2018. Thus, neither the Company nor any shareholder is benefiting from the continued listing on the NSE.

 

Furthermore, rationalization of operational expenses to support the Company's business and to meet the needs of various stakeholders as the attendant cost and time required to comply with its listing requirements (quarterly and annual fillings, annual certifications, filing fees, penalties or sanctions, corporate governance (“CGRS") certifications, annual general meetings (“AGMs”) and extra-ordinary general meetings ("EGMs”)) are not commensurate with the benefits to the Company.

Also, the increasing competitive environment and the struggle to defend market share have resulted in market pressure to reduce price and this might significantly impact operating margin.

The Majority shareholder and its affiliate (with over 81% shareholding) are the promoters of the transaction and wish to offer other shareholders (the “Minority Shareholders”) the opportunity to either remain shareholders of unlisted company or accept a consideration for their shares which the majority shareholders are willing to purchase (the “Exit Opportunity”). In line with NSE regulatory requirements for a voluntary delisting, an exit opportunity is provided for shareholders who do not wish to be part of the delisted company.

 

Exit Consideration

In furtherance thereof, the shareholders of Newrest ASL Nigeria Plc may exit the Company prior to the Delisting by:

·         Receiving consideration from the Majority shareholders in exchange for transferring their shares, on the terms stated below,

·         A cash consideration of N7.70 per share (“Additional Cash Consideration”) will be paid to every shareholder exchanging their Newrest ASL Nigeria Plc shares.


Where a shareholder desires to remain a shareholder of Newrest ASL Nigeria Plc such shareholder shall be free to do so and there is no obligation to trade their shares or receive the Exit Consideration.

 

Duration of Exit Consideration Offer

The shareholders of Newrest ASL are hereby notified that the period to elect to accept the Exit Consideration has been extended to April 25 2019.

 

Submission of Consideration Election and Acceptance Form

Shareholders that elect to accept the Exit Consideration must submit their duly completed Consideration and Acceptance Form (‘the Form”) to Meristem Registrars. Any shareholders that does not have the form is to obtain one from the Registrars. Shareholders may elect to forward the form by registered post or courier (at their own risk and cost), clearly marking the envelope “Newrest ASL Nigeria Plc Delisting Offer”. Under no circumstances should the Form be dispatched to the Company.

 

Escrow Account and Procedure for Settlement

CSCS will escrow the shares in the name of shareholders under the purview of the Registrars’ account. The consideration accruing to shareholders of Newrest ASL that elect to accept the Exit Consideration will be computed on April 26, 2019 (‘the Collation Date”) once the Registrars collate all the Forms received. The cash consideration will be settled by way of electronic transfer to the respective bank accounts within 72 ‘hours of the Collation Date.

 

Background on Newrest ASL Nigeria Plc

Newrest ASL provides catering and related services to international airlines operating within the Nigerian aviation industry. The Company operates international standard in-flight catering facilities and VIP Lounges at the Murtala Muhammad International Airport.

Newrest ASL became a public limited liability company on February 26, 2007 and its shares were listed on the Nigerian Stock Exchange (“the NSE”) on July 25, 2007.

As at 31 December 2018, Newrest Group, its affiliates and related companies jointly holds c.81.82% of the current shareholding with minority shareholders holding c.18.18%.

 

 Proshare Nigeria Pvt. Ltd.

 

TRANSACTION ADVISERS

 

Elixir Capital Partners Limited                                 Olaniwun Ajayi LP

40B Awori Road                                                                   Plot L2, 401 Close

Dolphin Estate, Ikoyi                                                           Banana Island, Ikoyi)

Lagos                                                                                       Lagos

 

Meristem Registrars Limited                                     Helix Securities Limited

213 Herbert Macaulay Road                                              Plot 1038B, Ologun Agbaje

Yaba                                                                                       Victoria Island

Lagos                                                                                      Lagos

 


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