Minority shareholders of PZ Cussons Nigeria Plc have rejected the offer price of N21 per share being proposed by PZ Cussons (Holdings) Limited, the Core Shareholder, to acquire all the other shareholders of the company.

     

    In an exclusive chat with Nairametrics, the shareholders said the consideration is unacceptable and would be challenged in court to get fair value for their shares.

     

    Nairametrics reported that PZ Cussons Nigeria Plc (PZCN) has announced that PZ Cussons (Holdings) Limited plans to purchase all outstanding shares from its shareholders at a rate of N21 per share.

     

    PZCN currently has 3,970,477,045 shares listed on the Nigerian Exchange Limited (NGX).

     

    This proposed transaction is however contingent upon approval by PZCN’s board, the company’s shareholders, and the necessary regulatory authorities according to a statement signed by its Ag. Company Secretary, Olubukola Olonade-Agaga on the floor of the NGX.

     

    Reacting to the development, The President of the New Dimension Shareholders Association, Mr. Patrick Ajudua in an exclusive chat with Nairametrics noted that shareholders reject outrightly the proposed intention of PZ Cusson UK to buy out minority shareholders in Nigeria for a peanut of N21.

     

     

    What he said

    • “It’s unfair, unjust, and means to shortchange minority shareholders. This is a company that has over the last 3 years been involved in asset stripping, they sold part of the factory land at Ikorodu to Friesland Campina for consideration of N2.12 billion and from there paid a dividend. 
    • The following year the company disposed of non-core assets with a consideration of N9.84 billion and from there also paid dividends. 
    • Therefore, the company has been involved in serial disposal of its assets, using part to pay shareholders as dividend rather than pay from operational profit, thereby planning their exit in phases,” he said.

     

    Ajudua also noted that the deplorable state of corporate governance which resulted in the exit of three board members including the chairman and company secretary raises a great concern for shareholders.

    • “We call on the regulator to conduct an independent & forensic investigation into the affairs of PZ, its audited annual report & tax remittances to the appropriate govt agency.
    • As shareholders of PZ Cuson, we reject the proposed buyout of minority shareholders for N21.
    • Any amount below N100 per share is completely unacceptable to the Nigeria shareholders and will be resisted appropriately,” he said.

     

    The National Coordinator, of the Independent Shareholders Association of Nigeria (ISAN), Mr. Moses Igbrude also in an exclusive chat said the situation where big companies and multinational companies are delisting from the market is a fundamental flaw in the market and raises concerns and questions need to be asked.

    • “We need to know what is happening to the market that is making more firms opt to delist the NGX and discouraging others not to list.
    • We are calling on SEC, NGX, and other regulators to organize a stakeholder meeting to find answers and solutions to the rising spate of delisting, or else more firms will quit, and our stock market will become a ghost of itself.
    • They should proffer solutions on what to do to retain and encourage both multinationals and local firms to quote in the market. They should look at whether it is the cost of listing or regulatory compliance that is driving them away.
    • If it is regulatory compliance that is making them delist, then it means that limited firms are doing things that are not right because compliance makes companies transparent and accountable.
    • The government needs to monitor both the quoted and limited companies for appropriate disclosures,” he said.

     

    Igbrude noted that there should be clear and spelt-out incentives for listed companies, adding that one of the major issues in the country is that limited companies have more leverage than listed firms either in terms of taxation or other requirements.

    He stated that the business environment is hostile and because the government pays less attention to limited companies in terms of proper monitoring, listed firms are attracted to quit the NGX and go limited.

    Igbrude said an offer price of N21 per share for minority shareholders is not encouraging and not acceptable.

    • “Over the years they have used our money to grow the business and they are now offering us peanuts; it is not acceptable.
    • One of the options we are considering is going to court to challenge this proposal, but we need to first watch the unfolding developments,” he said.

     

    Igbrude called on the government to promulgate a law to ensure that core investors in any company are not allowed to have more than 51% equity.

    • “With more than 51% equity holding, they can run a company aground and seek to exit with peanuts to shareholders,” he said.

     

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