The proposed share buy-back of the minority shares of MRS Oil Nigeria Plc will cost the company at least N18.6bn and the deal will give MRS Africa Holdings Limited the 100 per cent ownership of the Nigerian entity.
However, MRS must first settle the 25,409 minority shareholders who are Nigerians, THE WHISTLER can confirm.
Last week, at the company’s Extra-ordinary General Meeting held on June 5, the shareholders approved the voluntary delisting of all MRS issued shares from the daily official list of Nigerian Exchange Limited (NGX).
They also “Authorised the board to undertake the share buy-back and share capital reduction in connection with any of its issued shares which may be purchased from dissenting shareholders where necessary as a consequence of the voluntary delisting.”
Dissenting shareholders are those shareholders who have not agreed to the proposal to vary the terms of delisting and share buy-back.
MRS had on May 17, 2024, offered to pay interested shareholders N135 per share to buy-back their shares in the company.
But the process is still subject to the approval of the Nigerian authorities.
According to MRS register obtained by THE WHISTLER, 342,884,706 issued shares are held by about 25,409 Nigerian Shareholders and one foreign shareholder (MRS Africa Holdings Limited, Bermuda, a subsidiary of Corlay Global S.A.).
A breakdown shows that the majority shareholder of MRS is Mr. Patrice Alberti who has 205,730,806 units of shares indirectly held in the company through MRS Africa Holdings Limited estimated at 60 per cent of the total shares.
Ms. Amina Maina holds 37,278 shares while First Nominee/Asset Management Corporation of Nigeria controls 35,909,817 shares which is 10.47 per cent shares.
Sir Sunday Nnamdi Nwosu holds 5,914 shares and Mr. Matthew Akinlade controls 642 shares while other Nigerian shareholders control the remaining shares.
“From the Register of members, the directors are not aware of any other person or persons who holds more than 5 per cent of the fully issued and paid shares of the company,” a disclosure made in MRS books reveals.
Based on the company’s shareholdings, foreign shareholder controls 205,730,806 shares which is 60 per cent of MRS shares, while Nigerians control the remaining 137,153,900 shares (40 per cent).
By implication, Mr. Patrice Alberti and his MRS Africa Holdings Limited have the veto power as a result of the 60 per cent controlling shares.
THE WHISTLER analysis reveals that it may cost MRS N18.5bn to buy-back the remaining 40 per cent minority shares held by Nigerians based on the N135 offer made for each unit of share.
MRS started petroleum product marketing in Nigeria in 1913 under the Texaco brand name thereby inheriting the business carried out in Nigeria by Texaco Africa Limited.
With the promulgation of the Nigeria Indigenization decree in 1978, 40 per cent of Texaco Nigeria Limited was sold to Nigerian individuals and organizations by Texas Petroleum.
In 1990, the company’s shares were listed on the Nigerian Stock Exchange now NGX. After the merger between Chevron Corporation and former Texaco Inc., Texaco Nigeria Plc’s name was changed to Chevron Oil Nigeria Plc in 2006.
In 2009, MRS concluded the acquisition of Chevron downstream assets in Nigeria which led to the name MRS Oil Nigeria Plc.