Beta Glass: SEC approves N6.94 billion mandatory takeover offer by Emerald HoldCo

The Securities and Exchange Commission has approved a mandatory takeover offer valued at N6.94 billion by Emerald HoldCo B.V. for up to 11.74 million ordinary shares of Beta Glass Plc.

The approval was disclosed in a notice to the Nigerian Exchange dated July 6, 2026, signed by the company’s registrar and secretary, DCSL Corporate Services Limited.

Under the offer, Emerald HoldCo is seeking to acquire up to 11,741,509 ordinary shares at N590.94 per share, representing a total transaction value of approximately N6.94 billion.

What they are saying

According to the notice, the mandatory takeover offer was triggered by Emerald HoldCo’s acquisition of a controlling interest in Beta Glass through a broader restructuring involving the former Frigoglass Group’s Nigerian operations.

The qualification date for the offer has been set as June 25, 2026.

• “This notice is issued to the Nigerian Exchange Limited and the investing public of the proposed Mandatory Take-Over Offer by Emerald HoldCo B.V. to acquire up to 11,741,509 ordinary shares from the other shareholders of Beta Glass Plc at N590.94 per share,” the disclosure stated.

Emerald HoldCo noted that its board approved the transaction on February 5, 2026.

The offer represents approximately 1.96% of Beta Glass’ total issued and fully paid share capital and excludes shares held by Packaging Industries Nigeria Limited and Emerald Nigeria Intermediate Holdings B.V.

Get up to speed  

In February, Beta Glass announced it has entered a new phase following the completed acquisition of its parent company’s Nigerian packaging operations by Helios Fund V, managed by Helios Investment Partners.

Beta Glass noted that it was informed by Frigoglass Group that it has completed the sale of the entirety of its shareholding in Frigoinvest Nigeria Holdings B.V., the holding company for its Nigerian packaging operations, which includes its indirect stakes in Frigoglass Industries Nigeria Limited and Beta Glass Plc., to Helios Fund V, a fund managed by Helios Investment Partners, a leading Africa-focused private investment firm.

More insights

The takeover offer follows Emerald HoldCo’s acquisition of 100% of Emerald Nigeria Intermediate Holdings B.V. in February 2026.

• Emerald Nigeria Intermediate Holdings owns 76.03% of Packaging Industries Nigeria Limited, which in turn holds 331.26 million ordinary shares in Beta Glass.
• That stake represents approximately 55.22% of Beta Glass’ issued share capital, effectively giving Emerald HoldCo indirect control of the company.
• Under the provisions of the Investments and Securities Act 2025 and SEC takeover regulations, any investor that acquires 30% or more of a listed company is required to make a takeover offer to remaining shareholders.

While the rules permit an acquirer to bid for all outstanding shares, Emerald HoldCo elected to make a partial offer covering a portion of the minority shareholding.

Beta Glass is one of Nigeria’s leading manufacturers of glass packaging products, supplying bottles and jars to the beverage, food, pharmaceutical, and consumer goods industries with manufacturing facilities in Agbara, Ogun State, and Ughelli, Delta State.

What you should know

The takeover development comes shortly after Beta Glass released its first-quarter 2026 financial results.

The company reported revenue of N37.54 billion for the period, compared with N41.16 billion in the corresponding quarter of 2025.

Profit after tax declined by 21.48% year-on-year to N7.85 billion from N9.99 billion recorded a year earlier.

Similarly, earnings per share fell to N13.08 from N16.66 in the first quarter of 2025, reflecting the impact of prevailing market conditions on profitability.