Xenergi launches tender offer for Premier Paints minority shares

Xenergi Limited, the new controlling investor in Premier Paints, has initiated a tender offer for minority shareholders. The offer targets 2 million ordinary shares, equating to a 1.6% equity stake in the paint manufacturer.

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As you may be aware, Xenergi recently acquired 61,003,350 ordinary shares of Premier Paints Plc and consequently now holds 49.60 per cent of the issued and paid-up share capital of Premier Paints.

The offer, advised by AIICO Capital, is set at N38 per share in cash, a price higher than the company's current trading price of N33.75. This move follows Xenergi's recent acquisition of a 49.60% stake in Premier Paints, previously held by Clover Global Resources Limited and TGHL Capital Limited.

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It is our understanding that in accordance with the provisions of the Investments & Securities Act of 2025 (“ISA”), Xenergi Plc is required to make a tender offer (the “Tender Offer” or “Offer”) to all the minority shareholders of Premier Paints on at least the same terms and conditions or more as agreed with the selling shareholders of Premier Paints.

Premier Paints announced that Xenergi is required by the Investments & Securities Act of 2025 to extend the offer to all remaining minority shareholders on terms at least as favorable as those agreed with the previous sellers. The offer period begins on June 22 and concludes on July 17.

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Xenergi shall not be entitled to receive dividends or distributions declared, if any, in respect of any tendered Offer Shares for the financial year ended December 31, 2025.

The company's board has reviewed the offer and unanimously recommended it, finding the terms fair and beneficial to all shareholders. Xenergi's CEO, Emeka Ene, confirmed in the offer document that the company will not be entitled to dividends declared for the financial year ending December 31, 2025, on any tendered shares. Qualifying shareholders have until July 3 to withdraw their tendered shares.

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Qualifying Shareholders may withdraw some or all the offer shares they tendered pursuant to the tender offer at any time until 03 07 2026, which is the withdrawal period, i.e., 10 days after the opening date of the tender offer.