Newrest ASL Plc. at the Extra-Ordinary General Meeting (“EGM”) held on Tuesday, January 29 2019, the shareholders of the company approved the voluntary delisting of the company from the exchange as recommended by the directors.
The Board of Newrest ASL approved the initiation of the process for the voluntary delisting of Newrest ASL in accordance with the rules of the NSE on December 18, 2018. Further, the NSE gave its approval of the delisting on February 20, 2019.
Newrest ASL was listed on the Exchange to raise capital as well as provide liquidity to its shareholders. However the current illiquidity nature of the market has rendered this primary corporate objective unattainable. There was a significant fall in trading volumes from 78,094,753 units in FY 2017 to 9,029,052 units in FY 2018. Therefore neither the company nor any shareholder is benefiting from the continued listing on the NSE.
Furthermore, rationalization of operational expenses to support the company’s business and to meet the needs of various stakeholders as the attendant cost and time required to comply with its listing requirements (quarterly and annual fillings, annual certifications, filing fees, penalties or sanctions, corporate governance (“CGRS”) certifications, annual general meetings (“AGMs”) and extra-ordinary general meetings (“EGMs”) are not commensurate with the benefits of the company.
Also the increasing competitive environment and the struggle to defend market shares have resulted in market pressure to reduce price and this might significantly impact operating margin. The majority shareholders and its affiliate (with over 81% shareholding) are the promoters of the transaction and wish to offer other shareholders (“the minority shareholders”) the opportunity to either remain shareholders of unlisted company or accept a consideration for their shares which the majority shareholders are willing to purchase ( “the Exit Opportunity”). In line with NSE regulatory requirements for a voluntary delisting, an exit opportunity is provided for shareholders who do not wish to be part of the delisted company.
In furtherance therefore, the shareholders of Newrest ASL Nigeria Plc. the company prior to the delisting by:
- Receiving consideration from Majority shareholders in exchange for transferring their shares, on the terms stated below;
- A cash consideration of N7.70 per share (“Additional Cash Consideration”) will be paid to every shareholder exchanging their Newrest ASL Nigeria Plc. shares.
Where a shareholder desires to remain a shareholder of Newrest ASL Nigeria Plc. such shareholder shall be free to do so and there is no obligation to trade their shares or receive the Exit consideration.
The shareholders of Newrest ASL are hereby notified that the period to elect to accept the Exit consideration has been extended to April 25th, 2019.
About Newrest ASL Nigeria Plc.
Newrest ASL provides catering and related services to international airlines operating within the Nigerian aviation industry. The company operates international standard in-flights catering facilities and VIP lounges at the Murtala Muhammed International Airport.
Newrest ASL became a public limited liability company on February 26, 2007 and its shares were listed on the Nigerian Stock Exchange (“the NSE”) on July 25, 2007.
As at 31 December 2018, Newrest Group, its affiliates and related companies jointly holds c.81.82% of the current shareholding with minority shareholders holding c18.18%.