Two days ago, A G Leventis ( Nigeria) Plc berthed with a surprising notice to the Nigerian Stock Exchange (NSE) that Boval S.A acting on behalf of itself, Leventis Holding S.A., and Leventis Overseas Limited (together, the “Core Shareholders”) approached the Board of Directors of the Company with an intention to acquire the shares held by other shareholders of the Company at an offer price of 53 kobo per share, and subsequently delist the Company from the Nigerian Stock Exchange.
The company, listed on the diversified industries subsector of NSE Conglomerates Sector has shares outstanding of 2,647,290,305 units valued at N688.295million.
The offer price of 53 kobo represents a premium of 85 percent to the 60-day volume weighted average share price and 104 percent to the Company’s closing share price of 26kobo on September 23, 2019.
The proposed transaction will be implemented under a Scheme of Arrangement in line with section 539 of the Companies and Allied Matters Act, Cap C.20 Laws of the Federation of Nigeria, 2004.
Proposed transactions still subject to NSE, SEC approvals
The proposed transaction is still subject to the review and clearance of The Nigerian Stock Exchange and the Securities and Exchange Commission (SEC) as well as the approval of the shareholders of the Company.
The terms and conditions of the Proposed Transaction will be provided in the Scheme Document which will be dispatched to all shareholders following the receipt of the “no-objection” of the regulators and an order from the Federal High Court to convene a Court-ordered Meeting.
“Further developments will be communicated to shareholders in due course. A G Leventis (Nigeria) Plc shareholders are advised to exercise caution in dealing in the company’s shares until further information is provided”, the company said in a letter to the NSE signed by Bola Adebisi, Company Secretary/legal Adviser.
Equity ownership structure of 5percent and above as at June 30, 2019
Leventis Holding S A owns 1,510,616,882 units in AG Leventis (Nigeria) Plc, which represents 57.06 percent of the company’s share capital. Also, Boval S A holds 640,537,970 units or 24.2percent while Leventis Overseas Limited holds 177,198,452 units or 6.69percent.
The ultimate holding company is Leventis Holding SA, a company registered in Luxembourg. The company has no ultimate controlling party as the ownership of the holding company is spread across a number of trusts, with a variety of appointed trustees.
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A Below Listing Standard company
A G Leventis (Nigeria) Plc carries the NSE stigma of `Below Listing Standard’ assigned to listed companies that default in their post listing rules.
Deficient in free float
As a Main Board listed company, A G Leventis (Nigeria) Plc falls short of required minimum freefloat of 20percent of its issued and fully paid up shares. Companies listed on the Exchange are required to maintain a minimum free float for the set standards under which they are listed in order to ensure that there is an orderly and liquid market for their securities.
The free float requirement for companies on the Main Board is a minimum of 20percent of the issued and fully paid up shares. The company only has 11.80percent free float and was given till October 19, 2020 to meet up with the post listing requirement.
Free float represents the portion of shares of a company that are in the hands of public investors as opposed to locked-in shares held by core shareholders. This implies that reasonable number of the company’s shares have since been locked-in the hand of its promoters.
About the company
The history of A.G. Leventis (Nigeria) Plc started when Chief A. G. Leventis himself formed a trading company known as A.G. Leventis & Company Limited in Ghana in 1937. Originally, the main activities of the Company were produce buying, importing and wholesaling of textile goods. Over the years, the Company expanded into various parts of Nigeria investing in properties and also in general trade and the sales and service of motor vehicles.
The Company later devolved into Leventis Motors Limited (established in 1958), Leventis Stores Limited (1965), Leventis Technical Limited (1972) whilst it retained ownership of valuable freehold and leasehold property throughout the country.
Under and by virtue of a series of Mergers and Schemes of Arrangement, the afore-mentioned companies merged with A. G. Leventis (Nigeria) Plc. and they were dissolved and the Group acquired its current name. Today, the A.G. Leventis group is the world`s leading manufacturing and distribution corporation in Nigeria and West Africa.
It provides its customers with a variety of products and services, in several various industries, such as power and gas products, consumer food pastry and bakery products, real estate properties, hotel accommodation services, commercial vehicle, sales and after sales services, and Printer ink supplies. The company operates through numerous subsidiaries and affiliated companies, including Leventis Foods Ltd, Leventis Motors, Abuja (Capital Motors) Limited, Mainland hotel, Leventis Real Estate, Druckfarben Nigeria Limited, and Chrisstahl Nigeria Limited.
Defaulted in filing financials
A. G. Leventis ( Nigeria) Plc had defaulted in filings its audited accounts for the period ended December 2017. After submitting the result in April 2018, the company was fined N2.7million, according to the NSE X-compliance report which is a transparency initiative of the Nigerian Stock Exchange designed to maintain market integrity and protect investors by providing compliance related information on all listed companies.
Going concern status
The Group has been making losses in the last three years. The Directors however, believe that there is no intention or threat from any source to curtail significantly its line of business in the foreseeable future. Thus, the secondquarter (Q2) and half-year (H1) financial statements were prepared on a going concern basis.
Financial scorecards (H1’19 and Full Year 2018)
The group’s unaudited consolidated and separate statement of comprehensive income for the half year (H1) ended June 30, 2019 shows its revenue decreased to N3.96billion from a high of N6.91billion in the corresponding half year period of 2018. Gross profit also moderated to N926.703million from N1.495billion in H1’18.
The group reported H1’19 loss before tax (LBT) of N415.136million down from N802.800million LBT in the corresponding H1’18 period. It closed the H1’19 period with Loss After Tax (LAT) N282.292million as against N545.904million Loss After Tax in H1’18. The group’s loss per share stood at 10.40kobo against 20.44kobo loss per share in corresponding H1’18 period.
In the financial year ended December 31, 2018, A. G. Leventis ( Nigeria) Plc reported 7percent increase in group revenue to N12.26billion as against N11.48billion in 2017 financial year. Its gross profit grew by 821 percent to N2.74billion against N298.244million in 2017. The Group’s profit before tax (PBT) in 2018 financial year stood at N620.54million as against loss before tax (LBT) of N3.83billion in 2017; while profit after tax (PAT) of N876.188million was recorded in 2018 against loss after tax (LAT) of N3.47billion.
