Wednesday, August 28, 2019 /02:48PM /NSE / Header Image Credit: Forte Oil
Background to the Take-Over Offer
On 24 June 2019, Ignite Investments acquired 970,166,694 Ordinary Shares representing a 74.02% equity stake in Forte Oil from Zenon Petroleum & Gas Limited ("Zenon Petroleum"), Thames Investment Incorporated ("Thames Investment") and Femi Otedola, for a cash consideration of N66.25 per share. The acquisition was consummated following the execution of a share purchase agreement between Ignite Investments, Zenon Petroleum, Thames Investment and Femi Otedola, and the approval of the SEC and The NSE. The trade was executed on the The NSE on 19 June 2019 and the shares were credited to the CSCS account of Ignite Investment on 24 June 2019 in line with the T+3 settlement period.
In accordance with Section 131(1) of the ISA and Rules 445 - 448 of the SEC Rules and Regulations (as amended), Ignite Investments is required to make a Take-Over Offer to all the other shareholders of Forte Oil. Consequently, on 19 June 2019, the Board of Ignite Investments granted approval for a Take-Over Offer to be made to all Qualifying Shareholders, for the acquisition of the Offer Shares. A copy of the Board Resolution of Ignite Investments approving the Take-Over Offer is set out on page 20.
Pursuant to Part XII of the ISA, Ignite Investments is allowed to make an Offer for all or a portion of the shares of the other shareholders of Forte Oil. Ignite Investments desires to acquire up to 500,000 Ordinary Shares representing 0.04% of the total issued and fully paid up share capital of Forte Oil.
The Take-Over Offer, the terms of which are set out below, has been authorised and registered by the SEC.
Please read carefully Clause 5.9 on page 14, which sets out the procedures for acceptance of the Offer. Your attention is drawn, in particular, to the conditions and further terms of the Offer set out in Appendix I of this document and in the Acceptance Form.
The Take-Over Offer
Ignite Investments holds 970,166,694 Ordinary Shares representing 74.02% equity stake in Forte Oil as at 24 June 2019. Ignite Investments hereby offers to purchase, subject to the terms and conditions described herein, all or part of such Qualifying Shareholder's registered holding of Ordinary Shares (as registered to such Qualifying Shareholder in the Register of Members of Forte Oil on the Qualification Date) subject to the following:
a) Under the Offer, Ignite Investments shall only acquire the Offer Shares of up to 500,000 Ordinary Shares at the Offer Price of N=66.25 per share (free of all commissions) in cash from Qualifying Shareholders so that its aggregate interest in Forte Oil would be 74.06% of the issued and paid up capital of Forte Oil; and
b) Notwithstanding the above, if the total number of Ordinary Shares comprised in acceptances or deemed acceptances from Qualifying Shareholders exceeds 500,000, then acceptances shall be scaled back so that Ignite Investments shall only be obliged to purchase a pro-rated quantity of Ordinary Shares from each such Qualifying Shareholder, being a number equal to:
In the event that this calculation results in a fractional number of shares to be acquired from a Qualifying Shareholder, such number would be rounded down to the nearest whole number.
The Offer is intended to enable all Qualifying Shareholders to participate, should they choose to do so. Qualifying Shareholders who accept the Offer will not be obligated to pay brokerage fees or commissions or any transfer fees or charges on their acceptance of the Take-Over Offer to the Offeror or the Registrar. However, Qualifying Shareholders are cautioned to consult with their own brokers or other intermediaries to determine whether any fees or commissions are payable to their brokers or other intermediaries in connection with a deposit of Forte Oil shares pursuant to the Offer.
The Offer Shares will be acquired pursuant to the Take-Over Offer free from all liens, equitable charges, encumbrances, rights of pre-emption and other third party rights of any nature whatsoever and together with all the rights now or hereafter attaching thereto, including, without limitation, voting rights and the right to receive and retain all dividends, distributions (if any) declared and any adjustment shares issued as a consequence of any corporate action made or paid after the date of this document.
The Take-Over Offer will be open for acceptance from 8:00 a.m. on [.] until the Offer Closure Time, being 5:00 p.m. on [.].
Consideration and Payment for Offer Shares
Ignite Investments will pay a cash consideration of N=66.25 per share to Qualifying Shareholders who accept the Take-Over Offer and validly deposit their shares.
The Offer provides an opportunity for Qualifying Shareholders who wish to sell their shares to receive cash consideration of N=66.25 per share.
The total consideration will be funded from existing cash resources held by or available to Ignite Investments. Ignite Investments has sufficient liquidity to fund the Offer.
Ignite Investments estimates that if it acquires all of the Ordinary Shares stated under the Offer, the total amount required for the purchase of the Ordinary Shares will be N=33,125,000.00.
Ignite Investments shall not be obliged to take up, purchase or pay for, any Forte Oil shares tendered by a Qualifying Shareholder under the Take-Over Offer (such shares being the "Relevant Forte Oil shares") unless all of the following conditions are satisfied or waived by Ignite Investments at or prior to the Offer Closure Time:
i. The Offer shall have been validly accepted or deemed to be validly accepted in accordance with Clause 5.10 on page 14 and the Qualifying Shareholder(s) shall not have exercised their right of withdrawal in respect of one or more Ordinary Shares as at the Offer Closure Time;
ii. The absence of pending or threatened material litigation, investigations or other matters in respect of the Relevant Forte Oil shares;
iii. The representations and warranties of the Qualifying Shareholders set out on the Acceptance Form on pages 23 to 24 are true and accurate in all respects; and
iv. The Relevant Forte Oil shares tendered are not subject to any charge, lien or other encumbrances.
This document is being sent to all Qualifying Shareholders. Qualifying Shareholders who prior to their receipt of this document have sold or otherwise transferred all of their shares in Forte Oil are requested to forward this document to the transferee, or to the agent through whom the shares were sold, for transmission to the transferee.
The Take-Over Offer is open to the Qualifying Shareholders who may participate in the Take-Over Offer by depositing and not withdrawing some or all the Offer Shares held by them (with respect to the withdrawal, this can only occur within ten days after the date of the Take-Over Offer). Offer Shares would be deemed to have been deposited pursuant to the Take-Over Offer if a duly completed Acceptance Form and accompanying documents have been received by the Registrars before the Offer Closure Time.
Dividends and Distributions
Subject to the terms and conditions of the Take-Over Offer above in Clause 5.4, by accepting the Take-Over Offer and depositing Offer Shares in accordance with the procedures described herein, a Qualifying Shareholder agrees to sell, assign and transfer to Ignite Investments all rights, benefits, title and interest in all the Offer Shares deposited pursuant to the Take-Over Offer including any and all dividends and distributions which may be declared on or in respect of the deposited Offer Shares after the Offer Closure Time.
Rights of Withdrawal
Qualifying Shareholders may withdraw some or all of the Offer Shares they deposited pursuant to the Take-Over Offer at any time until [.], i.e. 10 days after the opening date of the Take-Over Offer. Qualifying shareholders who wish to withdraw their Offer Shares must submit a written notification which should be delivered to the Registrars before 5:00 p.m. on [.].
Over-Subscription of the Take-Over Offer and Scaling Back
Following the Offer Closure Time, if the total number of Ordinary Shares comprised in acceptances or deemed acceptances from Qualifying Shareholders exceeds 500,000, then acceptances shall be scaled back so that Ignite Investments shall only be obliged to purchase a pro-rated quantity of Ordinary Shares at the Offer Price from each such Qualifying Shareholder being a number equal to:
Any excess Forte Oil shares will be returned by the Registrars to Qualifying Shareholders on a pro-rata basis to the number of Forte Oil shares deposited under the Take-Over Offer. In the event that the pro-rata calculation results in a fractional number of shares to be acquired from a Qualifying Shareholder, such number of shares would be rounded down to the nearest whole number.
Acceptance / Action to Be Taken
Qualifying Shareholders should read this clause in conjunction with Appendix I to this document. Qualifying Shareholders who hold their ordinary Shares in certificated form must dematerialize their shares via their stockbroker in order to be eligible to participate in the Take-Over Offer. The instructions on the Acceptance Form are deemed to form part of the terms of the Offer.
If you have any queries as to how to complete the Acceptance Form or require additional Acceptance Forms, please contact Veritas Registrars Limited, who is acting as the Registrars to the Offer, or Stanbic IBTC Stockbrokers Limited, who is acting as the Stockbrokers to the Offer, at their respective registered addresses set forth on page 10 of this document.
If you wish to accept the Offer in respect of Forte Oil shares, please return the Acceptance Form duly completed and signed and accompanied with the stamp and signature of your stockbroker, to the Registrars at the address stated on the Acceptance Form with the statement of your CSCS account as soon as possible, and in any event so as to ensure that the documents arrive not later than the Offer Closure Time.
Qualifying shareholders with corporate accounts will be required to present a copy of the board resolution authorising the verification of the CSCS statement and a signature mandate card in addition to their Acceptance Form. After settlement of the instruction, you will not be able to access the Forte Oil shares deposited in CSCS for any transaction or charging purposes.
Acceptances to the Offer may be delivered by post / mail, by hand (during normal business hours) or by such other method of delivery as you may determine. The method of delivery is at your selection and risk. No acknowledgement of receipt of documents will be given by or on behalf of Ignite Investments. The instructions printed on the Acceptance Form are deemed to form part of the terms of the Offer.
Neither Ignite Investments nor any of its appointed agents or advisers will accept or bear liability for any loss, howsoever arising, whether as a result of any fraudulent transfer of shares, forged / stolen share certificates, or any other fraudulent means, or as a result of delay, or failure to deliver an Acceptance Form or share certificate or CSCS Statements, or any other document required by or in connection with this document and the Acceptance Form before the Offer Closure Time.
Validity of Acceptance
Ignite Investments reserves the right, in its absolute discretion, to treat as valid in whole or in part any Acceptance of the Offer which is not entirely in order or which is not accompanied by the relevant CSCS statement and / or other documents of title. In that event, no payment will be made until after the relevant share certificate(s) and / or other documents of title or indemnities reasonably satisfactory to Ignite Investments have been received.
Qualifying Shareholders who hold Forte Oil's shares in uncertificated form and wish to accept the Offer should note that only a duly completed Acceptance Form, with the statement of a CSCS account held by the Qualifying Shareholder attached to it, will be a valid Acceptance of the Offer if it is sent to the Registrars on or before the Offer Closure Time.
Ignite Investments shall not be under any duty to give notification of any defect or irregularity in any acceptance or the procedures for the acceptance of the Take-Over Offer nor will it incur any liability for failure to give such notification. Ignite Investments will not be bound by the Acceptance Forms received by the Registrars after the Offer Closure Time.
Qualifying Shareholders who wish to accept the Offer must provide their active, complete and accurate bank account details on their Acceptance Form as payments for the accepted Forte Oil shares would be made by direct electronic transfer to the bank accounts of the respective Qualifying Shareholders.
Qualifying Shareholders who accept the Offer, will not be required to pay brokerage fees or commissions to Ignite Investments or the Registrars. However, Qualifying Shareholders are cautioned to consult with their own brokers or other intermediaries to determine whether any fees or commissions are payable to their brokers or other intermediaries in connection with a deposit of Forte Oil shares pursuant to the Offer.
In the event that the Offer is over-subscribed, and acceptances are scaled back in accordance with Clause 5.8 on page 13, Qualifying Shareholders should note that this may have timing implications and the settlement period may be subject to change or adjustment by the SEC.
The taxation consequences of the Take-Over Offer will depend on the jurisdiction in which the Qualifying Shareholders are resident for tax purposes. Under current Nigerian tax legislation, participation in the Take-Over Offer should not give rise to any chargeable capital gains tax. However, this statement is not intended to be, and should not be construed to be, legal or tax advice to any particular shareholder. Qualifying Shareholders who are in doubt about their taxation position, or who are subject to taxation in a jurisdiction outside Nigeria, are strongly advised to consult their own professional advisers without delay as to the consequences of the Take-Over Offer in view of their own circumstances.
Plans for Employees
The Take-Over Offer is not expected to result in any changes to the terms and conditions of employment of the employees of Forte Oil. Where any employee does not wish to continue in the employment of Forte Oil after the Take-Over Offer has been concluded, such employee will be entitled to obtain the full terminal benefits due under his / her existing contract of service.
If any Qualifying Shareholder is deceased and his / her Ordinary Shares is in certificated form, the administrators of the estate / executors of the deceased's may accept the Take-Over Offer by dematerialising such shares via their stockbroker in order to participate in the Take-Over Offer. The Acceptance Form duly signed and completed, with copies of the death certificate and a valid letter of Administration and any other document that Ignite Investments may require, should be submitted on or before the Offer Closure Time.
The Take-Over Offer is being made in Nigeria in accordance with Part XII of the ISA. Non-resident Qualifying Shareholders are advised that the legality of making the Take-Over Offer to persons resident outside Nigeria may be affected by the laws of the jurisdiction in which they reside. Non-resident Qualifying Shareholders are therefore required to inform themselves about any applicable legal requirements they are obliged to observe in their countries of residence, as the Take-Over Offer is not being made either directly or indirectly to any shareholder who is resident in a jurisdiction where it is illegal for the Take-Over Offer to be made or accepted or in which the Take-Over Offer would in any manner breach the requirements of such jurisdiction.
Your attention is drawn to the copy of the Board Resolution of Ignite Investments approving the Take-Over Offer, contained on page 20, and which forms part of this document. Ignite Investments confirms its acquisition of the Offer Shares will not result in any variation in the total emoluments receivable by its directors.