Dangote Sugar, NASCON and Dangote Rice to complete merger via ‘Scheme of Consideration’

The planned merger involving Dangote Sugar Refinery Plc, NASCON Allied Industries Plc and Dangote Rice Limited would be completed via a “Scheme of Consideration”, it has been announced.

Dangote Sugar Refinery Plc made this known in a notification to the Nigerian Exchange Limited, signed by the Company Secretary/Legal Adviser, Mrs. Temitope Hassan.

The statement read: “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.

“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;

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.”

It would be recalled that the Board of Directors of Dangote Sugar Refinery Plc, sequel to its meeting on July 28, 2023, had revealed plans by the company to merge with NASCON and Dangote Rice Limited.

It said the proposal would be presented to its shareholders and the relevant authorities, including the Securities and Exchange Commission (SEC), shareholders of the Merging Entities at the respective Court-Ordered Meetings of the companies, as well as the sanction of the Federal High Court.

The proposed merger, it added, will be executed as an internal restructuring via a Scheme of Merger, subject to agreement on terms and conditions by all involved parties, namely Dangote Sugar Refinery, NASCON, and Dangote Rice Limited. All three firms are subsidiaries of Dangote Industries Limited.

The merger, it said, is designed to consolidate and strengthen the Group’s market position and lay the foundation to take advantage of future opportunities in the food industry.

It said: “Further details on the merger will be shared once all necessary approvals have been received from shareholders and regulators.

“Shareholders have been advised to exercise caution when dealing with the shares of the Company until a subsequent announcement is made.”