Shareholders of Seven Up Bottling Company Plc have approved the delisting of the firm from the Nigerian Stock Exchange, NSE.
As a result of the approval, shareholders of the firm will now be paid N125 per share instead of the N112.70 kobo earlier proposed by the board to shareholders.
They will likely begin to get paid from next Monday.
The decision to delist 7up Bottling Company Plc from the stock exchange was reached at an Extra Ordinary Meeting (EGM) of the firm held yesterday at the Grand Ball Room of Eko Hotel & Suites, Lagos.
The meeting was ordered by a court sitting in Lagos.
On December 5, 2017, a Federal High Court in Lagos directed that a meeting of the holders of the fully paid-up ordinary shares of Seven-Up Bottling Company Plc (SBC) be convened for the purpose of considering and if thought fit, approving (with or without modification) a Scheme of Arrangement between Seven Up Bottling Company Plc and the holders of its fully paid ordinary shares (the Scheme).
It was gathered that the delisting process of the firm started when the majority shareholders of Seven Up Bottling Company Plc, Affelka S.A, proposed to acquire all the outstanding and issued shares of the soft drink company not currently owned by Affelka.
It involved the transfer of 171,542,574 ordinary shares of 50 kobo each, with a nominal value of N85,771,287 comprising of the company’s issued and paid up share capital representing the minority shares.
Through the scheme, the shares would be transferred to Sparkplexi Limited, a subsidiary of Affelka S.A the majority shareholder.
At the conclusion of the process, Affelka and Sparkplexi would be the remaining shareholders of Seven Up Bottling Company Plc, with Affelka owning 73.22 percent and Sparkplexi owning 26.78 percent.
Following the scheme, the company will be re-registered as a private limited liability company pursuant to the relevant provision of the Company and Allied Matters Acts (CAMA).
However the company noted in the scheme of arrangement to shareholders that the financial performance of the company over the last couple of years has been predominantly negative, as a result of the myriad of challenges imposed by the unfavourable macro-economic environment, such as sharp currency devaluation resulting in a massive escalation in the cost of raw materials, distribution and other operating costs including overheads, high debt servicing costs due to increases in interest rates and borrowing expenses.
The company added that this is further exacerbated by the extremely competitive environment from existing and new privately owned entrants, flooding the market with cheaper products which makes the company unable to pass on the increased costs to the end consumer.
Accordingly, the board said it believes that the operating dynamics of the company were unlikely to improve in the foreseeable future and that, in the absence of a comprehensive corporate and financial restructuring, the company’s shareholder book value of equity, which lost 47 percent year on year in full year 2017, would be further eroded by the continued losses.
Going forward, Seven Up Bottling Company board said it believes that the current arrangement should create considerable benefits and opportunities’ for the employees and other stakeholders of the company; for instance protection of minority shareholders who experienced 47 percent erosion in shareholder book value of equity in the last financial year.
The restructuring will enable Affelka to provide the support required for Seven Up Bottling Company to shore up the balance sheet and capital required for maintaining and expanding the business. Enhance product portfolio which will enable the company to better compete with its industry competitors, both existing and new entrants and be better positioned to address consumers changing needs. And reinforcement of Affelka’s long term commitment to Seven Up Bottling Company as one of the leading manufacturing companies in Nigeria.
With the final approval given yesterday, shareholders of Seven Up Bottling Company would be paid a cash consideration (as defined in the Scheme Document) by Affelka and/or Sparkplexi, a wholly owned subsidiary of Affelka for the transfer of the said Scheme Shares.
