By Michael Eboh
LAGOS — Nigerian Bottling Company Plc announced, yesterday, that it plans to delist its shares, currently valued at N41.26 billion, from the Nigerian Stock Exchange, NSE.

According to a notice to the NSE, made available to Vanguard, the company indicated its readiness to undertake a proposed Scheme of Arrangement between it and its shareholders, whereby it would pay its shareholders a premium of N43 per share.

The company noted that the scheme, which would see it becoming a wholly-owned subsidiary of its majority shareholder, Coca-Cola Hellenic Bottling Company S.A, would involve a cancellation of part of its share capital.

The notice hinted that the proposed structure, which is subject to the approval of its shareholders at a soon-to-be-convened meeting, envisages a cash consideration to be paid to shareholders as compensation to shareholders for the cancellation of the shares.

The notice reads: “Nigerian Bottling Company Plc  wishes to formally inform the Nigerian Stock Exchange of a proposed Scheme of Arrangement between the company and its members, involving a cancellation of part of its share capital, such that the company would become a wholly owned subsidiary of its majority shareholder, Coca-Cola Hellenic Bottling Company S.A.

“The proposed Scheme would be effected under the provision of Section 539 of the Companies and Allied Matters Act (CAMA), which allows for an arrangement to be proposed between a company and its members.”

“The proposed structure envisages a cash consideration to be paid as compensation to shareholders for the cancellation of the shares of the Company which Hellenic (through its subsidiaries) does not already own.

“The terms and conditions thereof will be incorporated in a Scheme document to be circulated within the stipulated statutory period to all the Company’s shareholders for their consideration.

“The proposed Scheme includes a cash payment ofN43 per NBC share as consideration to the minority shareholders. The proposed price would provide all minority shareholders with a premium of 37.4 per cent to the 30-day average closing price and 43.2 per cent to the closing price of NBC shares on the NSE on December 13 2010, which was N30.03 per NBC share.

“The proposed Scheme will also be subject to the approval of the shareholders at a meeting of the Company, convened on the order of the Federal High Court (“FHC”), and will only become binding and effective upon obtaining the approval of not less than three-quarters in value of shares held by those present and voting, in person or by proxy, at the said meeting and the subsequent sanction of the FHC.

“An application will consequently be made for the delisting of the Company’s shares from the Daily Official List of the NSE. The Company will also be re-registered as a private company in accordance with the relevant provisions of CAMA.”