Emerald HoldCo launches mandatory takeover offer for Beta Glass minority shares

EMERALD HoldCo B.V. has launched a mandatory takeover offer to acquire up to 11.74 million ordinary shares in Beta Glass Plc at N 590.94 per share, following regulatory approval from the Securities and Exchange Commission (SEC).

The offer, which opened on July 7, will close on August 4, 2026, unless extended. Emerald HoldCo is seeking to acquire up to 11,741,509 ordinary shares, representing 1.96 percent of Beta Glass’ issued and fully paid-up share capital.

The mandatory takeover follows Emerald HoldCo’s acquisition of 100 percent of Emerald Nigeria Intermediate Holdings B.V. (formerly Frigoinvest Nigeria Holding B.V.), through which it indirectly acquired 331.26 million shares in Beta Glass. The stake represents 55.21 percent of the company’s issued share capital and was previously held by the Frigoglass Group.

Under Nigeria’s takeover rules contained in the Investments and Securities Act, 2025, an acquirer that crosses the prescribed ownership threshold is required to make a takeover offer to the remaining shareholders. Emerald HoldCo said the offer is intended to comply with these regulatory obligations.

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According to the offer document, shareholders may tender all or part of their holdings at N590.94 per share in cash. If the number of shares tendered exceeds the maximum 11.74 million shares being sought, acceptances will be scaled back on a pro-rata basis.

Emerald HoldCo said shareholders whose offers are validly accepted will receive payment within the period prescribed under the takeover rules after the offer closes. The company added that it will provide all funding required to settle the transaction.

The offer was approved by Emerald HoldCo’s board on February 5, 2026, its shareholders on March 3, 2026, and has received SEC approval to proceed.

Shareholders wishing to participate must submit their acceptance forms and supporting documents through Greenwich Registrars & Data Solutions Limited by the offer’s closing date. Those holding physical share certificates are required to first dematerialise their shares before they can participate.

Emerald HoldCo also said shareholders who accept the offer will not pay brokerage commissions or transfer fees to the offeror or the registrar, although they may incur charges from their own brokers or other intermediaries. Shareholders may also withdraw their tendered shares up to July 17, 2026, in accordance with the terms of the offer.