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CAP and Portland Paints obtain Federal High Court approval on proposed scheme merger

A Federal High Court approved the proposed scheme merger between Chemical Allied Products Plc and Portland Paints Plc.

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CAP Plc

The Judicial Divison of the Federal High Court has approved the proposed scheme merger between Chemical Allied Products Plc and Portland Paints Plc, and other matters connected therewith.

In line with this, the Federal High Court ordered that a meeting of the holders of the fully paid ordinary shares of Portland Paints and Products Nigeria be convened and held for the purpose of considering and approving a Scheme of Merger between the concerned entities.

Portland Paints disclosed this on the NSE before the open of trade today.

The statement said upon approval by the shareholders at the court-ordered meeting, which will be held at 12:00 pm on Thursday, 18 February 2021 at Radisson Blu Hotel, the subjoined resolutions of the Scheme Merger shall be effected.

Overview of the Scheme Merger and options offered to shareholders

For the purpose of giving effect to the Merger as would be agreed between the Company and the Holders of the Fully Paid Ordinary Shares of Portland Paint Plc and Chemical and Allied Products PLC at the court-ordered meeting, shareholders of Portland Paint Plc at the close of business on the Terminal Date shall be offered the option:

  • To receive a Cash Consideration of N2.90 for each ordinary share of N0.50 held in Portland Paints as at close of business on the Terminal Date.
  • Or be allotted 1 ordinary share of N0.50 each in the share capital of CAP (credited as fully paid) in exchange for every 8 ordinary shares of N0.50 each held in Portland Paints.

Implied impact of the Scheme Merger between CAP and Portland Paints

Upon the Scheme becoming effective, the following modification shall be made:

  • All assets and liabilities of Portland Paints including but not limited to real property, intellectual property rights, permits, credits, allowances, equipment and machinery, plant, fixtures and fittings, motor vehicles and businesses, shall be transferred to CAP.
  • All employees and undertakings rights, powers and duties of a personal character, which could not generally be assigned or performed vicariously, of the Company shall be transferred to CAP.
  • All legal proceedings, claims and litigations pending or contemplated by or against the Company be continued by or against CAP.
  • The entire share capital of the Company shall be cancelled, and the Company shall be dissolved without being wound up.
  • All contracts of the Company shall continue to be in force and effect in accordance with their respective terms and conditions, and CAP shall assume all rights and obligations of the Company under all such contracts.
  • All monies standing to the credit of the Company at banks and with other debtors within and outside Nigeria be held to the credit of CAP.

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Omokolade Ajayi is a graduate of Economics, and a certificate holder of the CFA Institute’s Investment Foundation Program. He is a business analyst, and equity market researcher, with wealth of experience as a retail investor. He is a business owner and a stern advocate of Financial literacy, who believes in the huge economic prospect of the Nigerian Payment channels and Fintech space.

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Corporate deals

DEAL: FMDQ Exchange admits Fidson Healthcare Commercial Paper worth N10 billion

FMDQ Exchange has announced the admission of Fidson Healthcare Plc’s N10 billion commercial paper.

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Dangote cement, FMDQ changes company name, FMDQ Clear Limited, Securities and Exchange Commission

FMDQ Securities Exchange Limited has announced the admission of Fidson Healthcare Plc commercial paper worth N10 billion on its platform.

This is according to a disclosure by FMDQ Exchange, seen by Nairametrics. In lieu of this, the admission will afford Fidson Healthcare Plc the opportunity to not only raise short term capital to support its business operations but to also enjoy value-added benefits like visibility, transparency and liquidity that comes with being quoted on the FMDQ Exchange.

As part of the regulatory requirements, the on-boarding of Fidson Healthcare commercial paper was approved by the Board Listings, Market and Technology Committee of FMDQ, as the quotation seeks to create an exemplary architecture for the Nigerian Pharmaceutical industry.

What they are saying

Commenting on the recent development, the Chief Financial Officer of Fidson Healthcare PLC, Imokha Ayebae, said: “We are glad about the successful registration of Fidson Healthcare PLC’s ₦10.00 billion CP Programme on the FMDQ platform. This is particularly significant as it coincides with the company’s 26th anniversary on March 1, 2021.

Since its inception in 1995, Fidson Healthcare PLC has remained committed to the growth of the healthcare sector in Nigeria. This strategic move aligns with our vision to be the preferred healthcare provider as a leading player in the pharmaceutical manufacturing industry in Nigeria and West Africa. The CP Programme, which is poised to further broaden the company’s sources of capital by accessing funding from the Nigerian debt capital markets, will also reduce our overall funding costs. Proceeds from this Programme will be used to meet the company’s short-term working capital requirements which are geared towards providing quality services to our valued customers.”

On his part, the Head of Investment Banking at FSDH Capital Limited, Taiwo Olatunji remarked that, “FSDH Capital Limited is pleased to act as Sponsor and Lead Arranger on the registration of the Fidson Healthcare PLC ₦10billion Commercial Paper Programme on the FMDQ Platform. We believe that the admission of the CP on the FMDQ platform will ensure its global visibility and enhanced liquidity, which will in turn raise the corporate profile of the issuer even further ahead of tapping into other opportunities in the Nigerian capital market.”

What you should know

  • Recall that Nairametrics had earlier reported the listing of Parthian Partners commercial paper worth N20 billion on the FMDQ Securities Exchange.
  • FSDH Capital Limited acted as the Sponsor and Lead Arranger of the recent Fidson Healthcare CP issuance.
  • FMDQ Exchange debt market size currently stands at N23.24 trillion, as at close of business on 4th of March, 2021.

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Corporate deals

DEAL: Tangerine Life completes take-over of ARM Life Insurance Plc

Tangerine Life Insurance has concluded the acquisition of ARM Life Plc.

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Tangerine Life Insurance, a subsidiary of Verod Capital Limited has concluded the acquisition of ARM Life Plc.

This is according to a press release issued by the firm’s Head, Brand and Communications, Olabisi Adesokan, seen by Nairametrics.

The merger is expected to consolidate and optimize the unique strengths of both sides, both in the corporate and retail markets, creating a stronger and broader insurance and financial services platform that will be of immense benefits to all.

READ: Buhari reappoints Bala Usman as MD of NPA, reconstitutes the Board

Background of the deal

A decision to complete the acquisition of ARM Life Insurance Plc was reached at Tangerine’s Board Meeting held on 4th of March, 2020, where the provisions of section 131 of the Investment and Securities Act (ISA) 2007 was triggered.

Provisions in section 131 of ISA 2007 had empowered Tangerine Life Insurance to takeover ARM Life, following its 77.72% equity stake held in the latter, which translates to 7,392,953,710 ordinary shares.

In lieu of this, a decision to buy-out the remaining stake of 2,180,967,082 ordinary shares at N0.63 was ratified at the Board meeting and subsequently implemented.

READ: Report any employer without Group Life Insurance for employees – PenCom

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What they are saying

Commenting on the rationale behind the deal, the Managing Director of Tangerine Life, Livingstone Magorimbo said: “Integrating the businesses has presented us a tremendous opportunity to enhance our capabilities, improve operating efficiencies and grow our businesses.

“At Tangerine Life, we will continue to innovate, drive positive change within the insurance industry and create tremendous value for our customers towards effectively positioning our business to stay ahead of the next wave of industry evolution.”

On the other hand, a former Managing Director at ARM Life, Stephen Alangbo added that: “Innovation is paramount in ensuring customer satisfaction in today’s business landscape. We believe that the combination of both entities will ensure exceptional value creation for existing and new customers and partner.”

What you should know

  • According to the press release, the merger places Tangerine Life as the 4th largest life insurer in Nigeria and position it for future growth.
  • Tangerine Life Insurance Limited, formerly known as Metropolitan Life Insurance Nigeria Limited was incorporated on 19 August 2004 and licensed by NAICOM on 14 February 2007. It is principally engaged in the provision of group life, credit life and individual life products to over 12,000 blue-chip corporate and retail clients.
  • The Company is majorly owned by Oreon LMS Limited, a subsidiary of Verod Capital Growth Fund II, a US$115 Million private equity fund managed by Verod Capital Management Limited.

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