The companies owned by Aliko Dangote, NASCON Allied Industries, Dangote Sugar, and Dangote Rice Limited (DRL) have agreed to go ahead with the merger of the three companies.
This was disclosed by Dangote Sugar in a statement sent to its shareholders and capital market through the Nigerian Exchange Limited (NGX) on Wednesday.
Dangote Sugar said the companies have agreed on the scheme of merger, which will be sent to the Securities and Exchange Commission (SEC) at an undisclosed date for approval to merge as proposed by the three companies.
Following approval from the SEC, the capital market regulator, the company said it will apply to the Federal High Court for an Order to convene a meeting of its shareholders to consider the scheme.
The scheme of merger showed that shareholders of NASCON and Dangote Rice would be given 11 ordinary shares of 50 Kobo each in Dangote Sugar, for every 12 NASCON shares of 50 Kobo each, Prime Business Africa learnt.
The statement further revealed that the 14 ordinary shares of 50 Kobo each in DSR will be issued for every one ordinary share of N1.00 Kobo each in DRL share.
In the company’s exact words: “Dangote Sugar Refinery Plc (the “DSR or Company”) hereby notifies the Nigerian Exchange Limited and the investing public that further to its announcement of July 31, 2023, the Merging Entities have agreed the terms and conditions of the Merger of the Company with NASCON Allied Industries Plc. (“NASCON”) and Dangote Rice Limited (“DRL”) which is an internal restructuring to be executed through a Scheme of Merger (“Scheme”), under Section 711 of the Companies & Allied Matters Act, 2020 (as amended) and other applicable rules and regulations.
“The consideration that will be offered to shareholders of NASCON and DRL is as follows: Scheme Consideration
“Eleven (11) ordinary shares of 50 Kobo each in DSR, credited as fully paid-up shares, for every Twelve (12) NASCON shares of 50 Kobo each, which totals 2,428,651,847 new ordinary shares of DSR;
“and Fourteen (14) ordinary shares of 50 Kobo each in DSR, credited as fully paid-up shares, for every One (1) ordinary shares of N1.00 Kobo each in DRL share, which totals 2,775,792,508 new ordinary shares of DSR.
“The Terms and Conditions of the Merger as agreed by the parties will be presented to the Securities and Exchange Commission (SEC) and subsequently the Company’s shareholders at the Court-Ordered Meeting.”
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