SEC approves extension of Guinness mandatory take-over offer to April 18

Nigeria’s Securities and Exchange Commission (SEC) has approved an extension of the Mandatory Take-over Offer (MTO) to the other shareholders of Guinness Nigeria by N Seven Nigeria Limited. The new deadline is Friday, April 18, 2025.

N Seven Nigeria, the majority equity investor in Guinness Nigeria Plc is making a Mandatory Take Over offer to the other shareholders of Guinness Nigeria, offering to buy minority shareholders’ shares at N81.60 per share, representing 21.98 percent of the company’s equity.

The MTO offer provides that N Seven Nigeria will acquire up to 481,362,887 ordinary shares from Guinness Nigeria’s shareholders for a cash consideration of N81.60 per share.

A mandatory takeover, also known as a mandatory offer or mandatory bid, is a public acquisition offer by which majority stakeholders offer all shareholders of a listed company the purchase of their shares in exchange for a price, usually in cash.

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Guinness Nigeria Plc has 2.190billion shares outstanding. The 481,362,887 ordinary shares which N Seven is offering to buy from shareholders of Guinness Nigeria represents 21.98 percent of the total issued and fully paid-up share capital of Guinness Nigeria.

This Mandatory Take Over offer by N Seven (the buyer) comes after its successful acquisition of 1.3 billion ordinary shares from Atalantaf Limited and Guinness Oversees Limited, which represents 58.02 percent equity stake in Guinness Nigeria Plc.

However, there is no official announcement yet regarding delisting from the Nigerian Exchange. The extension comes as current shareholders seem reluctant to accept the offer despite getting a premium for every share given up. The stock stood at N80 on Friday April 4.

“There’s no execution risk, but settlement may take longer than an exchange sale. After the conclusion of the MTO, the N Seven might consider to delist from the stock exchange,” United Capital research analysts said in their March 6 note.

“We do not see so much upside in the price of the stock, hence, an MTO provides a safer exit,” they noted.

Iheanyi Nwachukwu

Iheanyi Nwachukwu, is a creative content writer with almost two decades journalism experience writing on banking, finance, capital markets, and tax. The multiple awards winning journalist is Assistant Editor, BusinessDay. Iheanyi holds BSc Degree in Economics from Imo State University; Master of Science (MSc) Degree in Management from University of Lagos. Iheanyi has attended several work-related trainings including (i) Advanced Writing and Reporting Skills (Pan African University, Lagos); (ii) News Agency Journalism (Indian Institute of Mass Communication {IIMC}, New Delhi, India); and (iii) Capital Markets Development and Regulations (International Law Institute {ILI} of Georgetown University, Washington DC, USA). Other trainings Iheanyi attended include: Economic/Political Risk Analysis (By Thomson Reuters Foundation); International Financial Journalism (IFJ) (By PMA Media Training, UK); Effective Business Writing Skills (By Phillips Consulting); Reporting on Corporate Governance (By International Finance Corporation (IFC) & Thomson Reuters Foundation UK); etc. In addition, he has participated in high-level economy & markets events in Dubai, South Africa, Morocco, and other African countries like Zambia, Ghana and Gambia.