Xenergi launches mandatory takeover bid for Premier Paint minority shares

XENERGI Plc has launched a mandatory takeover bid to acquire up to 2 million ordinary shares of Premier Paint Plc, representing 1.63 percent of the company’s issued share capital not already owned by Xenergi.

The offer follows Xenergi’s acquisition of 61,003,350 ordinary shares, representing a 49.60 percent controlling stake in Premier Paint, on June 8, 2026. The transaction was completed after securing approvals from the Federal Competition and Consumer Protection Commission (FCCPC), Securities and Exchange Commission (SEC) and Nigerian Exchange Limited (NGX).

According to the takeover document, the mandatory offer is being made in compliance with Section 142(4) of the Investments and Securities Act 2025 and Rules 445–448 of the SEC Rules governing mergers, takeovers and acquisitions. The board of Xenergi approved the takeover bid on May 25, 2026, while the offer has since been registered by the SEC.

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Under the terms of the offer, qualifying shareholders who tender their shares will receive N38.00 per share in cash, net of applicable taxes. Xenergi said the offer price represents a premium of about 25 percent over Premier Paint’s market price of N30.04 per share as of June 25, 2026.

The acceptance period will run from July 13 to August 7, 2026, although the company noted that the period could be extended subject to regulatory approval. Shareholders wishing to participate are required to complete and submit the prescribed acceptance form through CardinalStone Registrars within the offer period.

Xenergi said settlement for successfully tendered shares would be made within 5 business days after the close of the offer, provided all conditions are met. Shareholders will also have the right to withdraw shares tendered under the offer within the first 10 days of the acceptance period, with the withdrawal deadline set for July 24, 2026.

The company added that if shareholders tender more than the targeted 2 million shares, the acquisition will be scaled back on a pro-rata basis in line with SEC requirements, with fractional shares rounded down to the nearest whole number.

AIICO Capital Limited is acting as financial adviser to Xenergi on the transaction. The firm said its advisory role is limited to the takeover bid and does not extend to providing advice to any other party.