SEC rejects core investor’s bid to buy out PZ Cussons’ minority shareholders



The  Securities and Exchange Commission (SEC), has declined to approve proposal by PZ Cussons (Holdings) Limited, the foreign majority core investor in PZ Cussons Nigeria Plc, to acquire entire shareholdings of Nigerian minority shareholders in the Nigerian subsidiary.

In a regulatory filing on Wednesday, the board of PZ Cussons Nigeria, said SEC declined the company’s request for its ‘No Objection’ to PZ Cussons (Holdings) Limited’s intention to acquire the shares held by all the other shareholders of PZ Cussons Nigeria. The proposed transaction was priced at N23 per share.

“The board will communicate further developments to shareholders in due course,” PZ Cussons Nigeria stated.

At the extraordinary general meeting held earlier this week in Abuja, the board of PZ Cussons Nigeria explained the financial positions of the company to shareholders, who offered advices to the directors on the way out for the company.

PZ Cussons had informed the board of directors of PZ Cussons Nigeria of its intention to acquire 26.73 per cent shares held by all the other shareholders, subject to prevailing market conditions.

If the proposal scale through the company would have become a private limited liability subsidiary of PZ Cussons (Holdings), with delisting of its shares at the NGX.

In its proposal, PZ Cussons Group explained that the transaction is necessary in order to enable it to significantly simplify and strengthen operations in Nigeria, thus creating the foundations for the Nigerian business to deliver against its strategy.

The core investor stated that it seeks to build a more agile and innovative business, noting that it has been present in Nigeria since 1899 and expects Nigeria to remain an important market for the group for many years to come.

The proposed transaction will be implemented under a Scheme of Arrangement in line with section 715 of the Companies and Allied Matters Act, No.3 of 2020 and other applicable rules and regulations.

This will require the company to convene a court-ordered-meeting.