Flour Mills’ majority investor offers N105bn to buy out minority shareholders

Flour Mills of Nigeria (FMN) Plc says its majority investor, Excelsior Shipping Company, has received the approval of the Security and Exchange Commission (SEC) to buy out minority shareholders.

Umolu Joseph, FMN director of legal services and company secretary, announced in a statement on Tuesday.

The majority shareholder holds 2.59 billion shares or 63 percent stake, worth N142.8 billion as of September 24, in FMN.

Excelsior offered N105.2 billion to buy the 1.50 billion shares or 37 percent stake held by the minority shareholders, with each minority investor receiving N70 per share.

“Flour Mills of Nigeria Plc hereby notifies Nigerian Exchange Limited (NGX) and our esteemed stakeholders that the Company has received an offer from the majority shareholder Excelsior Shipping Company Limited to acquire all shares held by the minority shareholders in Flour Mills (the Transaction),” the company said.

“The Transaction will be implemented by way of a Scheme of Arrangement (“the Scheme”) between the Company and the Company’s shareholders (“the Minority Shareholders”), in accordance with the provisions of Section 715 of the Companies and Allied Matters Act 2020 (as amended). 

“Under the terms of the Scheme, the minority shares (being all the outstanding shares of Flour Mills not already held by Excelsior) will be acquired by Excelsior.

“The Company has received the Securities & Exchange Commission’s “No Objection” to the Scheme.”

However, the offer is subject to the approval of the shareholders of Flour Mills.

According to FMN, an order has been obtained from the federal high court to convene a court-ordered meeting on November 5, at the Eko Hotel convention centre, for shareholders to consider the buyout offer.

“The Scheme is also subject to the approval of the shareholders of Flour Mills at the Court-Ordered Meeting as well as the sanction of the Federal High Court,” the company said.

“The terms and conditions of the Scheme are as stated in the Scheme Document, which will be dispatched to all shareholders.”

The agro-allied company said further details will be communicated upon receipt of requisite approvals from shareholders and regulators.

FMN also urged the investing public to exercise caution when dealing with the company’s shares.