PZ Cussons Nigeria Plc has advanced discussions on the sale of its food and drinks subsidiary, Nutricima Limited, to Nigerian milk industry leader, FrieslandCampina Wamco Nigeria Plc.
The Board of Directors of PZ Cussons Nigeria has scheduled an Extraordinary General Meeting (EGM) of shareholders later this month during which the divestment is expected to be considered and approved by shareholders.
Shareholders are expected to mandate the Board of Directors to execute the asset purchase agreement, the property transfer agreements, others to which the company is a party.The company said attendance at the EGM shall only be by proxy. A shareholder is entitled to attend and vote at the EGM by selecting from the proposed proxies, who include directors and some shareholders.
The shareholders are to approve and consent to
- the role of the Company as the Property Seller of the factory premises, the description of which is fully set out in Resolution 3 below (“Factory Premises”), in furtherance of the proposed sale of the business and assets of Nutricima Limited (“Nutricima”) to FrieslandCampina Wamco Nigeria PLC (“FrieslandCampina Wamco”) and FrieslandCampina Nederland B.V (the “Transaction”); and
- all such other acts, arrangements and roles of and/or by the Company, contemplated and made in furtherance of the Transaction under the Transaction Documents, notably, the Assets Purchase Agreement dated 13 March 2020 and the Property Transfer Agreement, executed, amongst others, between the Company, Nutricima, FrieslandCampina Wamco and FrieslandCampina Nederland B.V subject to the procurement of requisite regulatory approvals for the Transaction.
- The transfer to and vesting in the Company of all rights and investment interests in the Buildings and Improvements (as defined in the Explanatory Note annexed hereto) within the Factory Premises, is hereby approved.
- The sale and transfer to FrieslandCampina Wamco Nigeria PLC of all that portion of land measuring approximately 67,733.235 square meters situate within Plot 20A Ikorodu Industrial Scheme in Ikorodu, Lagos State, Nigeria, (carved out from the Property covered by Certificate of Occupancy No. 6/6/1998E issued by the Lagos State Government on 28th June 1998 and has been registered as Number 6 at Page 6 in Volume 1998E in the Lands Registry of the Lagos State Government), alongside all rights and investment interests in the Buildings and Improvements (together the “Land Assets”), is hereby approved.