If this happens, the shares of the companies will no longer be traded on the NSE trading floors, although stakeholders can still get dividends and bonuses, as may be approved by the company’s board of directors.
Impacted by long-drawn market meltdown, its attendant loss of confidence and crisis in the exchange, three quoted companies had earlier delisted from the exchange this year, Prior to NBC application, INCAR Plc., Afprint Plc., and Abosedehye Plc.
But this is the first time foreign multinationale companies from breweries, conglomerate and food & beverages sub-sectors have applied to pull-out of the bourse. If the companies eventually get delisted, it will bring to six the number of companies that have pulled out of the NSE this year.
In its notification letter, NBC cited a proposed ‘Scheme of Arrangement’ involving merger and acquisition with Hellenic Bottling Company South Africa as majority stakeholder, having bought a major stake in NBC, now a wholly owned subsidiary of Coca-Cola Hellenic Bottling Company South Africa.
The letter stated that the proposed scheme of arrangement between the company and its members involve a cancellation of part of its share capital, such that the company would become a wholly owned subsidiary of its majority shareholder, Coca-Cola Hellenic Bottling Company S.A. According to the notification letter, the proposed Scheme would be effected under the provision of S539 of the Companies and Allied Matters Act (CAMA), which allows for an arrangement to be proposed between a company and its members.
The proposed structure envisages a cash consideration to be paid as compensation to shareholders for the cancellation of the shares of the company, which Hellenic (through its subsidiaries) does not already own.
“The terms and conditions thereof will be incorporated in a Scheme document to be circulated within the stipulated statutory period to all the company’s shareholders for their consideration,” the letter stated.
The proposed scheme includes a cash payment of N43 per NBC share as consideration to the minority shareholders and the proposed price would provide all minority shareholders with a premium of 37.4 per cent to the 30-day average closing price and 43.2 percent to the closing price of NBC shares on the NSE on December 13, 2010, which was N30.03 per NBC share.
However, the proposed scheme will be subject to the approval of the shareholders at a meeting of the Company, convened on the order of the Federal High Court, and will only become binding and effective upon obtaining the approval of not less than three-quarters in value of shares held by those present and voting, in person or by proxy, at the said meeting and the subsequent sanction of the FHC.
Consequently, an application will be made for the delisting of the company’s shares from the Daily Official List of the NSE and thereafter the company will be re-registered as a private company in accordance with the relevant provisions of CAMA
Source:Sunnewsonline.com
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