Dangote Sugar Refinery Announces Merger Strategy via “Scheme of Consideration”

Dangote Sugar Refinery Plc has unveiled a strategic merger plan that involves NASCON Allied Industries Plc and Dangote Rice Limited. The merger will be executed through a “scheme of consideration,” as highlighted in a press release authored by the Company Secretary, Mrs. Temitope Hassan. The intention to merge was initially announced on July 31, 2023.

The merger plan is governed by Section 711 of the Companies & Allied Matters Act, 2020 (as amended), along with other relevant regulations. Under this scheme, the terms and conditions for the merger have been mutually agreed upon by the parties involved. The statement outlines the specifics of the merger, delineating the allocation of new ordinary shares:

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For Shareholders of NASCON Allied Industries Plc

Eleven (11) fully paid-up shares of 50 Kobo each in Dangote Sugar Refinery Plc will be provided for every Twelve (12) NASCON shares of 50 Kobo each. This arrangement results in the issuance of 2,428,651,847 new ordinary shares of Dangote Sugar Refinery.

For Shareholders of Dangote Rice Limited

Fourteen (14) fully paid-up shares of 50 Kobo each in Dangote Sugar Refinery Plc will be allotted for each ordinary share of N1.00 Kobo in Dangote Rice Limited. This allocation accounts for 2,775,792,508 new ordinary shares of Dangote Sugar Refinery.

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The announcement further underscores the planned regulatory process for the merger. Dangote Sugar Refinery Plc will seek approval from the Securities and Exchange Commission (SEC) for the proposed scheme of merger. Subsequently, the company will pursue a court order from the Federal High Court to convene a shareholder meeting for their consideration of the merger.

While this merger holds significant promise for the Dangote Group’s consolidated market position, it’s essential to note that shareholders are advised to exercise caution when trading the company’s shares until further announcements are made.

This development comes on the heels of prior reports indicating Dangote Sugar Refinery Plc’s intention to merge with NASCON Allied Industries Plc and Dangote Rice Limited. The strategic move aims to fortify the Group’s market standing and pave the way for potential opportunities within the food industry.

As the regulatory processes unfold and shareholder considerations proceed, the market will be keenly observing this strategic merger, with its implications for the involved entities and the broader business landscape.