Xenergi Launches Mandatory Takeover Bid For Remaining Premier Paint Minority Shareholders

Xenergi Plc has commenced a mandatory takeover bid for the outstanding minority shareholders of Premier Paint Plc, offering to acquire 2,000,000 ordinary shares representing 1.63 per cent of the company’s issued share capital at N38.00 per share.

The takeover bid, made pursuant to Part XII, Section 142 of the Investments and Securities Act (ISA) 2025, follows Xenergi’s acquisition of 61,003,350 ordinary shares in Premier Paint, equivalent to a 49.60 per cent controlling stake in the company.

According to the takeover bid document dated June 22, 2026, the Securities and Exchange Commission (SEC) has granted authority for the offer to proceed and registered the takeover bid document.

AIICO Capital Limited is acting as financial adviser to Xenergi, while CardinalStone Registrars Limited will serve as the registrar for the transaction.

In a letter addressed to qualifying shareholders and signed by Xenergi’s Managing Director, Emeka Ene, the company explained that it executed a Share Sale and Purchase Agreement on June 8, 2026, with the former majority shareholders of Premier Paint.

The acquisition was completed after obtaining all required regulatory approvals from the Federal Competition and Consumer Protection Commission (FCCPC), the SEC and the Nigerian Exchange Limited (NGX).

Having crossed the statutory threshold with the acquisition of a 49.60 per cent stake, Xenergi is now required under the ISA 2025 to make a mandatory offer to all remaining shareholders on the same or better terms.

The offer is for 2,000,000 fully paid ordinary shares of 38 kobo each in Premier Paint at a cash consideration of N38.00 per share, net of any applicable withholding tax.

Xenergi stated that the offer price represents approximately a 25 per cent premium to the market price of N30.04 per share as of June 20, 2026.

The company noted that shareholders who accept the offer will transfer all rights attached to the tendered shares, including voting rights and entitlement to future dividends declared after completion of the transaction.

However, shareholders will remain entitled to dividends relating to the financial year ended December 31, 2025.

The acceptance period for the offer opens at 8:00 a.m. on July 13, 2026, and closes at 5:00 p.m. on August 7, 2026.

Eligible shareholders are those whose names appear on Premier Paint’s register of members as of June 6, 2026, excluding Xenergi. Shareholders who transferred their shares before receipt of the document were advised to forward the offer documents to the new owners.

Under the terms of the offer, qualifying shareholders wishing to participate are required to complete the acceptance forms and submit them, together with any required supporting documentation, to CardinalStone Registrars before the closing date.

The takeover document also provides that shareholders will bear any brokerage or transfer charges associated with the transaction, while Xenergi will pay for any fractional share adjustments arising from the acquisition.

Regarding settlement, Xenergi said payment for validly tendered shares would be made through CardinalStone Registrars by August 31, 2026, while shareholders whose acceptances are verified after the closing date are expected to receive payment by September 1, 2026, through electronic transfer into their nominated bank accounts.

On taxation, the company advised shareholders to seek independent professional advice, noting that tax obligations would depend on each shareholder’s individual circumstances and applicable laws.

Xenergi further assured investors that the takeover is not expected to result in changes to the employment terms of Premier Paint employees. Existing employees are expected to retain their employment under their current contracts, while those not retained after the completion of the transaction would receive their full terminal benefits in line with their employment agreements.

The company also disclosed that it has not entered into any agreement with Premier Paint directors in connection with the takeover and is not contemplating any revision to directors’ remuneration as a result of the transaction.

In its directors’ circular accompanying the takeover document, the Board of Premier Paint unanimously recommended that shareholders accept the offer.

The board stated that it had reviewed the N38.00 per share cash offer and considered it fair and beneficial to shareholders.

“The Board of Premier Paint has reviewed the Offer and its benefits to all the shareholders of Premier Paint, and we consider the Offer to be fair and are happy to recommend it,” the circular stated.

The directors, however, reminded shareholders that the final decision remains a personal investment choice and encouraged them to seek independent financial advice before accepting or rejecting the offer.

The board also confirmed that none of the directors would receive any compensation for loss of office or other special benefits arising from the takeover.

If fully accepted, the acquisition of the remaining 2,000,000 shares will increase Xenergi’s ownership in Premier Paint to approximately 51.23 per cent, strengthening its controlling interest in the paints manufacturer and consolidating its strategic position in the company.