Following the acquisition of a majority stake in Guinness Nigeria from Diageo, Tolaram through its subsidiary N Seven Nigeria***, has initiated a ₦39.3 billion mandatory takeover bid (MTO, the offer, or the transaction) to acquire additional shares from existing Guinness Nigeria shareholders.
This development follows Tolaram's (through N Seven Nigeria) acquisition of a 58.02% equity stake in Guinness Nigeria on October 4, 2024. Tolaram had purchased 1,270,943,368 ordinary shares from Atalantaf Limited and Guinness Overseas Limited (both subsidiaries of Diageo) for a cash consideration of N81.60 per share (₦103.7 billion).
Pursuant to Part XII of the Investment and Securities Act (ISA) and the Securities and Exchange Commission (SEC) Rules, Tolaram's N Seven Nigeria is required to make an offer to all shareholders of Guinness Nigeria. The company intends to acquire up to 481,362,887 ordinary shares at ₦81.6 per share, representing 21.98% of the total issued and fully paid-up share capital of Guinness Nigeria.
If successful, Tolaram's N Seven aggregate interest in Guinness Nigeria would be up to 80% of the issued and paid-up capital of Guinness Nigeria.
Stanbic IBTC acts as financial advisor to Tolaram's N Seven in connection with its MTO bid, while TEMPLARS is providing legal advise.
***
N Seven Nigeria is a subsidiary of N-Seven Pte. Ltd. which in turn is a subsidiary of Tolaram Africa Pte. Ltd, a member of Tolaram Pte Ltd.
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