NBC Delisting: SEC insist on rights of minority shareholders

Peter OBIORA investadvocate

Lagos (INVESTADVOCATE)-Arunma Oteh, the Director General (DG) Nigeria’s Securities and Exchange Commission (SEC) affirmed Tuesday March 15 2011 that the Commission is out to protect the interest of minority shareholders in the ongoing plans by Nigerian Bottling Company Plc (NBC) to delist from the Nigerian Stock Exchange (NSE).

Oteh said that a Stock Market is a Market place where certainly there has to be a free entry and exit.

“For us as the Apex Regulator, what is important is that the Right of every stakeholder is respected and in this particular case, the Right of the minority shareholders; we believe is an issue that affects the Company and the shareholders, we at SEC believe in a Court ordered meeting, those issues would be discussed. But we must make sure that while we are interacting with the Board of NBC on the matter, it should be that the Right of Minority shareholders are fully respected” she said.

The Nigeria’s SEC DG announced that it has received an application of no objection from NBC as regards the issue.

“I want to confirm that the Securities and Exchange Commission received an application for a no objection to the NBC seeking to delist” she said.

Oteh affirmed that following the receipt of the application, SEC has had various discussions to understand better the decision of the Company to delist from the Nigeria’s Exchange.

“And we been assured that what was driving this decision is the desire of the Bottling Company to try and improve its franchise in Nigeria; particularly, they have indicated that they expect to bring in about N40 to N45 billion over the next three years of investments” she said.

The SEC DG further affirmed that due to this reason and given the structure of NBC; they may need to delist to be able to do this. “We continue to engage them to better understand what that means and to ensure first that we support Foreign Direct Investment (FDI) coming into the Country and that we support the Exchange for providing the platform for those who want to delist to make sure that all the stakeholders are respected; particularly the minority Shareholders.

As earlier reported, Nigerian Bottling Company Plc is seeking to delist from the Nigeria’s Exchange in order to make a N45 billion strategic investment within the next three years and recapitalise the Company.

However, shareholders of the Company; especially minority shareholders are crying foul over the planned delisting and asking the Nigerian Capital Market (NCM) Regulators not to grant the wish of the Company; saying that with the move, they have shortchanged Nigerian investors who helped build the Company over the years.

On December 14 2010, NBC issued a notice through the NSE informing the public and its shareholders that it is planning to delist from the Nigeria’s Exchange in order to emerge a wholly owned subsidiary of its majority shareholder, Coca-Cola Hellenic Bottling Company of South Africa through a proposed scheme of arrangement.

The proposed Scheme of Arrangement (“Scheme”) between the Company and its members is expected to involve a cancellation of part of its share capital; such that the Company would become a wholly owned subsidiary of its majority shareholder, Coca-Cola Hellenic Bottling Company S.A. (“Hellenic”).

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