Tuesday, October 16, 2018 14:02PM / NSE
Announcement regardig; proposed merger between Cement Company of Northern Nigeria Plc and Kalambaina Cement Company Limited
Following Cement Company of Northern Nigeria Plc’s (“CCNN”) announcement on 27 June 2018 regarding its proposed merger with Kalambaina Cement Company Limited (“Kalambaina Cement”), subject to requisite regulatory and shareholder approvals, we have now received the requisite pre-merger approvals from the Securities and Exchange Commission (“SEC”) and The Nigerian Stock Exchange (“The NSE”).
Shareholders and other stakeholders are further advised that under the terms and conditions of the proposed scheme of merger, all the assets, liabilities, licenses and undertakings of Kalambaina Cement, including employees, real properties and intellectual property rights, will be assumed by CCNN upon completion of the proposed merger. The consideration to shareholders of Kalambaina Cement will be ordinary shares of CCNN.
The share exchange ratio of 19,811,273 new ordinary shares of CCNN for every 100,000 Kalambaina Cement shares, as well as other terms and conditions of the proposed merger are provided in the Scheme of Merger Document which will be dispatched to all shareholders of CCNN and Kalambaina Cement upon receipt of an order from the Federal High Court (“FHC”) to convene separate Court-Ordered Meetings of CCNN and Kalambaina Cement. The respective Board of Directors of CCNN and Kalambaina Cement recommend the proposed merger to shareholders and will be seeking their support and approval at the respective Court-Ordered Meetings.
The completion of the proposed merger is subject to the approval of the respective shareholders of CCNN and Kalambaina Cement and the final regulatory approvals from the SEC, The NSE, Federal Inland Revenue Service, as well as the sanction by the FHC.
Further developments will be communicated to shareholders and other stakeholders in due course.