Lafarge Africa Plc has issued and listed 85.26 million ordinary shares of 50 kobo each in the name of minority shareholders of Ashaka Cement (AshakaCem) Plc following the conclusion of share exchange agreement that seeks to fully consolidate the Gombe-based Ashaka Cement as a wholly-owned subsidiary of Lafarge Africa.
Listing documents at the Nigerian Stock Exchange (NSE) yesterday indicated that a total of 85.26 million ordinary shares were listed in the name of Lafarge Africa Plc, raising the cement giant’s issued share capital from 5.491 billion ordinary shares of 50 kobo each to 5.576 billion ordinary shares of 50 kobo each.
“The shares listed were issued to shareholders of Ashaka Cement in exchange for their shares in Ashaka Cement pursuant to a scheme of arrangement for capital re-organisation between Ashaka Cement and holders of its fully paid ordinary shares of 50 kobo each dated 26 September 2017,” the regulatory document indicated.
Lafarge Africa had separately launched a Mandatory Tender Offer (MTO) and Voluntary Tender Offer (VTO) to acquire minority shares in AshakaCem. During the MTO and VTO, Lafarge Africa offered 57 new Lafarge Africa shares for 202 AshakaCem shares and a cash consideration of N2 per every AshakaCem exchanged.
Shareholders of AshakaCem had at an extraordinary general meeting (EGM) in December 2016 approved the resolutions for a voluntary delisting of the company from the NSE. With the approval at the EGM, shareholders were given a 90-day window to decide on the exit plan on offer, in line with the requirements of the NSE on voluntary delisting.
Within the 90-day period, shareholders had three options. They may decide to trade their shares on the NSE through their nominated stockbroker. Alternatively, shareholders may decide to receive consideration from Lafarge Africa in exchange for transferring their shares, on same terms as were for the MTO and VTO. On the other hand, shareholders may decide to retain their shareholdings in the unlisted AshakaCem.
The board of Ashakacem said the voluntary delisting and full integration of the company as subsidiary of Lafarge Africa will offer minority shareholders many benefits, including revenue diversification by geography as a result of Lafarge Africa’s operations in Nigeria, South Africa and Ghana.
Lafarge had on July 9, 2014 received shareholders’ approval to consolidate its cement businesses in Nigeria and combine these with South African operations to create a leading sub-Saharan building materials giant to be known as Lafarge Africa Plc. The consolidation was done by transferring Lafarge’s assets in South Africa and Nigeria to Lafarge Cement Wapco Nigeria Plc.
Following the consolidation of Lafarge’s businesses in Nigeria and South Africa into Lafarge Africa, Lafarge Africa had acquired 58.61 per cent majority equity stake in Ashaka Cement. The majority equity stake was previously held by Lafarge Nigeria (UK) Limited. The acquisition was done through a block trade at the NSE.