BREAKING: Shareholders Endorse N62.60 Buyout As Notore Exits NGX
Shareholders of Notore Chemical Industries Plc have approved a scheme of arrangement, setting the stage for a major corporate restructuring.
The plan includes a N62.60 per share payout, the transfer of ownership to Kwararafa Africa Limited, and the eventual delisting of the company from the Nigerian Exchange Limited (NGX).
The resolutions were formally adopted at a court-ordered meeting held in Lagos.
The meeting, convened in compliance with regulatory requirements, saw shareholders vote in favour of the scheme as outlined in the official Scheme Document dated February 13, 2025.
The company, in a notice to the Nigerian Exchange Limited, seen by THE WHISTLER, said the approval remains subject to any modifications, conditions, or directives imposed by the Securities and Exchange Commission (SEC), the Federal High Court, or other relevant regulatory authorities.
It noted that under the approved Scheme of Arrangement, all legal and beneficial ownership of Notore Chemical Industries’ fully paid ordinary shares will be transferred to Kwararafa Africa Limited.
According to the resolution, shareholders will receive a cash consideration of N62.60 per share in exchange for their holdings.
To give full legal effect to the scheme, the company’s legal advisor has been directed to seek an order from the Federal High Court sanctioning the arrangement and to submit a certified true copy of the ruling to the Corporate Affairs Commission (CAC).
This court sanction is a crucial step in ensuring compliance with statutory and regulatory frameworks governing mergers, acquisitions, and corporate restructuring in Nigeria.
As part of the restructuring, the Board of Directors has been authorised to notify the SEC, NGX, and the Central Securities Clearing System (CSCS) about the cessation of trading in Notore’s shares.
The notice noted that trading in the company’s shares will officially halt from the designated eligibility date, as defined in the Scheme Document.
From that point onwards, no further transfers of the company’s shares will be registered, effectively marking the transition of Notore from a publicly traded entity to a private ownership structure.
It stated that following the delisting, all share certificates representing shareholders’ interests will be deemed dematerialised.
For shareholders whose shares are held electronically through the CSCS, ownership will be automatically transferred to Kwararafa Africa Limited under the terms of the scheme.
The Board of Directors were also granted the authority to consent to any modifications to the Scheme of Arrangement that may be imposed by the SEC, the Federal High Court, or other regulatory bodies.
Additionally, they were empowered to take all necessary steps to ensure the seamless execution of the scheme and the full implementation of the resolutions passed at the meeting.
