Tender Offer to Qualifying Shareholders of Unilever Nigeria Plc
This advertisement is published in compliance with the Rules and Regulations of the Securities & Exchange Commission
Unilever
RC NO: 24147166
Tender Offer to Qualifying Shareholders of Unilever Nigeria Plc
for
Up to 942,215,930 Ordinary Shares of 50 kobo each* at N45.50 per share
Background
- Unilever Overseas Holdings V. (“Unilever”), a wholly-owned indirect subsidiary of Unilever PLC is the majority shareholder of Unilever Nigeria Plc (“Unilever Nigeria”), holds 1,895,256,258 ordinary shares of 50 kobo each, representing a 50.10% equity shareholding.
- On 24 March, 2015, Unilever announced its intention to make an offer to increase its equity stake in Unilever Nigeria by the acquisition of up to 942,215,930 Ordinary Shares of 50 kobo each, representing 24.90% of the entire issued share capital of Unilever Nigeria, by way of an Offer bid.
- Unilever’s acquisition of 90% in Unilever Nigeria will take its maximum interest up to an aggregate of 75% of the issued and paid up capital of Unilever Nigeria.
- The Board of Unilever granted its approval for a Tender Offer to be made to all the other Shareholders of Unilever Nigeria and has received the SEC’s approval to commence the Tender Offer.
Summary of The Offer
The Offer:
Tender offer to acquire up to 942,215,930 ordinary shares or 24.90% of the issued and paid-up capital of Unilever Nigeria
Offerors
Unilever Overseas Holdings B.V.
Address of the Offeror:
Unilever House, 100 Victoria Embankment, London, United Kingdom
Offeror’s existing shareholding in Unilever Nigeria:
1,895,256,258 ordinary shares of 50 kobo each, representing 50.10% of the total issued and paid up capital of Unilever Nigeria
Qualification Date;
May 6, 2015
Qualifying Shareholders;
Shareholders (or the nominees, trustees and guardians of such Shareholders) who are recorded on the Register of Members on the Qualification Date and who are neither resident in, nor are citizens or nationals of a Restricted Jurisdiction.
Purpose of the Offer:
To enable Unilever to increase its maximum shareholding in Unilever Nigeria up to an aggregate of 75% of the issued and paid up share capital of Unilever Nigeria
Offer Price;
N45.50 (Forty Five Naira and Fifty Kobo) per Ordinary Share
Acceptance;
Qualifying Shareholder may only accept this offer by completing and executing the Acceptance Form (on pages 35 to 37 of the Offer Document) and delivering same to the Registrar, GTL Registrars Limited (at 2 Burma Road, Apapa, Lagos), within the Acceptance Period.
Acceptance Period:
The Offer is open for acceptance from May 7, 2015 until 5.00 p.m. (GMT +1) on June 10, 2015, or such later time or times and date or dates to which the Offer may be extended.
Parties to the Offer
Financial Advisers: Chapel Hill Advisory Partners Limited
Citigroup Global Markets Limited
Stockbroker: Chapel Hill Denham Securities Limited
Solicitors: Aluko & Oyebode
Registrar: GTL Registrars Limited
All holders of Unilever Nigeria Plc ordinary shares, with the exception of Unilever Overseas Holdings B.V.
