PZ Cussons Nigeria Plc has advanced discussions on the sale of its food and drink subsidiary, Nutricima Limited, to Nigerian milk industry leader, FrieslandCampina Wamco Nigeria Plc.
The Board of Directors of PZ Cussons Nigeria has scheduled an Extra-ordinary 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 approve and consent to the role of PZ Cussons Nigeria as “the property seller of the factory premises of Nutricima, in furtherance of the proposed sale of the business and assets of Nutricima Limited to FrieslandCampina Wamco Nigeria Plc and FrieslandCampina Nederland B.V.’’
The transaction includes the sale and transfer to FrieslandCampina Wamco Nigeria Plc of that portion of land measuring 67,733.235 square metres situate within Plot 20A Ikorodu Industrial Scheme in Ikorodu, Lagos State, carved out from the property covered by Certificate of Occupancy No. 6/6/1998E issued by the Lagos State Government on June 28, 1998 and has been registered as Number six at Page six in Volume 1998E in the Lands Registry of the Lagos State Government, along rights and investment interests in the buildings and improvements.
Also, shareholders are expected to empower the Board of PZ Cussons in relation to such other acts, arrangements and roles by the company, made for the divestment under the transaction documents, notably, the assets purchase agreement dated March 13, this year and the property transfer agreement, executed, amongst others, between the company, Nutricima, FrieslandCampina Wamco and FrieslandCampina Nederland B.V. subject to the procurement of regulatory approvals for the transaction.
The resolutions also included authorisation of the transfer to and vesting in the company of rights and investment interests in the buildings and improvements within the factory premises as earlier approved.
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 comapny 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.
According to the company, given the continued restrictions on public gatherings, the Board has resolved to deploy technology to enable shareholders of the company attend and actively participate remotely in all proceedings of the meeting.
Each shareholder will be able to either phone-in through a toll-free line or communicate through an interactive internet webcast known as Microsoft teams.
“To avoid compromise in the integrity of the system to be deployed, the board of directors has directed that robust details of these arrangements, dial in details and specific phone numbers, be provided to shareholders individually.
The company’s registrars will ensure that the details are sent to the telephone numbers and email addresses of individual shareholders which are recorded in the Register of Members,” PZ Cussons stated.
Directors of PZ Cussons Nigeria urged shareholders to vote in advance of the EGM through the Proxy Form.
July 8, 2020