Nigerian Breweries Giant Guinness Nigeria Faces Mandatory Takeover Offer from N Seven Nigeria Limited

Guinness Nigeria Plc has officially notified shareholders and the Nigerian Exchange Group (NGX) of a Mandatory Takeover Offer (MTO) from N Seven Nigeria Limited, a subsidiary of Singapore-based Tolaram Group.

The proposed MTO follows Tolaram’s acquisition of Diageo’s controlling 58.02% stake in Guinness Nigeria, a deal that was first announced in February 2024. As required by Nigerian capital market regulations, N Seven Nigeria Limited must now extend an offer to buy additional shares from minority shareholders at the same price agreed in the Diageo deal.

According to the notice filed on the NGX, the takeover offer will cover up to 15.7% of Guinness Nigeria’s total shares, at an offer price of ₦81.60 per share. This represents the same valuation used for Diageo’s sale of its majority stake to Tolaram.

The document also clarified that minority shareholders are not obligated to sell their shares, but they now have the opportunity to cash out at the same price Diageo received for its shares.

This development marks a major step in the changing ownership structure of Guinness Nigeria, one of the country’s oldest and most iconic beverage companies. Tolaram’s acquisition and the subsequent MTO highlight the growing interest of Asian consumer goods giants in the Nigerian and African food and beverage market.

With this move, Tolaram is expected to bring its extensive experience in consumer goods manufacturing and distribution, which could reshape Guinness Nigeria’s product offerings and market strategy.

Guinness Nigeria shares are expected to react to the MTO news when trading resumes on the NGX.

Explainer: What the MTO Means for Guinness Nigeria’s Listing Status

The Mandatory Takeover Offer (MTO) by N Seven Nigeria Limited is only for up to 15.7% of the shares held by minority shareholders. Even if every single minority shareholder accepted the offer and sold their shares, Guinness Nigeria would still remain a publicly quoted company, as long as it continues to meet the NGX requirement for minimum public float.

What is ‘public float’?

Public float refers to the percentage of a company’s shares that are freely available for trading on the stock exchange — i.e., shares not held by the core investor (in this case, Tolaram/N Seven).

On the Premium Board of the Nigerian Exchange (where Guinness Nigeria is currently listed), companies must have at least 20% of their shares held by the public to maintain their listing.

Current Shareholding and the Impact of the MTO

• Diageo’s 58.02% stake has already been sold to Tolaram.
• The MTO covers up to 15.7% of the shares.
• If all minority shareholders accept the offer, Tolaram’s total holding would rise to approximately 73.72%.
• This would still leave 26.28% in public hands, comfortably above the NGX’s 20% minimum float requirement.

Can Guinness Nigeria be voluntarily delisted later?

Yes — Tolaram could apply for voluntary delisting if it wants to take Guinness Nigeria private at some point in the future. However, this is a separate process that requires both NGX approval and a shareholder vote.

Bottom Line

The MTO itself does not automatically lead to delisting.

Guinness Nigeria will remain publicly quoted unless:

• Tolaram formally applies for delisting, or
• The company’s public float drops below NGX requirements (which is unlikely in this case).

Item	Details
Offeror	N Seven Nigeria Limited
Parent Company	Tolaram Group
Target	Guinness Nigeria Plc
Offer Size	Up to 15.7% of Guinness Nigeria’s shares
Offer Price	₦81.60 per share

Background

In February 2024, Diageo Plc, the UK-based global drinks giant, agreed to sell its majority stake in Guinness Nigeria to Tolaram Group, ending nearly 75 years of Diageo’s involvement in the Nigerian company.

Tolaram, a diversified conglomerate with interests spanning food, beverages, and infrastructure, has indicated it plans to invest in strengthening Guinness Nigeria’s market position while expanding its product portfolio to tap into new consumer trends.

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