Shareholders of Flour Mills Nigeria Plc have approved a resolution pertaining to the restructuring outlined in the scheme document dated March 22, 2024.
In the court-ordered meeting on Thursday in Lagos, it was resolved that, upon the effective implementation of the arrangement detailed in the scheme document, the Bagco division will no longer operate as part of Flour Mills.
Instead, the business will transition to be operated as Bagco Industrial Solutions Limited, in strict adherence to the terms stipulated in the scheme document and in compliance with the court order.
This was contained in the company’s notice to the Nigerian Exchange Limited (NGX) and the investment Public seen by Nairametrics.
Furthermore, the Board of Directors of Flour Mills Nigeria Plc has been duly authorized to undertake all necessary actions to facilitate the execution of the Scheme of Arrangement.
Additionally, shareholders sanctioned that, contingent upon the court’s approval, the assets and liabilities of the Bagco division outlined in Annexure I to the Scheme, encompassing licenses, contracts, intellectual property rights, and ongoing litigations, will be delineated from the accounts of Flour Mills.
Subsequently, these assets and liabilities will be transferred to its wholly-owned subsidiary, Bagco Industrial Solutions Limited, for operational purposes.
Furthermore, it was resolved that upon the scheme’s effective implementation, all employees currently engaged in the packaging Division of Flour Mills, Bagco Division, will be seamlessly transitioned to become employees of Bagco Industrial Solutions Limited. This transition will be conducted in strict accordance with the provisions delineated in the Scheme and pursuant to the Court order.
The resolutions
- The scheme as contained in the Scheme Document dated March 22, 2024, a printed copy of which has been submitted to the meeting and for the purposes of identification endorsed by the Chairman, with, or subject to such modification, addition or condition agreed at this meeting and/or approved or imposed by the Court, be and is hereby approved;
- The directors be and are hereby authorized to consent to any modifications of the scheme that the Federal High Court or any regulatory authority may deem fit to impose and approve;
- Subject to the sanction of the court, the assets and liabilities of Bagco Division set out in Annexure I to the Scheme including but not limited to licenses, contracts, intellectual property rights, and litigations will be carved out from the books of Flour Mills and transferred to its wholly owned subsidiary, Bagco Industrial Solutions Limited for business operations.
- Upon the scheme becoming effective, all employees of the packaging division of FMN, Bagco Division will become employees of Bagco Industrial Solutions Limited, pursuant to the terms of the Scheme and the Court order;
- Upon the scheme becoming effective, Bagco Division will cease to be a division of Flour Mills and the business will be operated by Bagco Industrial Solutions Limited, under the terms of the Scheme and the Court order; and 6. The Board of Directors of Flour Mills of Nigeria Plc be and is hereby authorized to take all actions that may become necessary to affect the Scheme of Arrangement.
According to the statement signed by a Director of the company, Omoboyede Olusanya, and the Company Secretary, Lusanya Joseph Umolu, the sub-joined resolutions presented at the meeting were voted through polls and duly passed.
The shareholders of food and agro-allied company, FMN, at an Annual General Meeting in Lagos, approved the transition of a division of the manufacturer, BAGCO, into a 100% owned subsidiary.
The Securities and Exchange Commission (SEC) approved BAGCO’s merger with FMN in late 2012. The merger saw the transfer of all assets, liabilities, and undertakings of BAGCO and BAGCO-North to Flour Mills.
