Xenergi Plc has launched a mandatory takeover offer to acquire up to 2 million ordinary shares of Premier Paint Plc at ₦38.00 per share, following its acquisition of a controlling stake in the Nigerian paints manufacturer. The move, which is in line with Section 142 of the Investments and Securities Act (ISA) 2025, requires any investor gaining significant control over a listed company to extend an offer to minority shareholders. Xenergi currently holds 61,003,350 ordinary shares, representing 49.60% of Premier Paint’s issued share capital, and seeks to increase its ownership to 51.22% if the offer is fully subscribed. The offer price of ₦38.00 per share, payable in cash and net of applicable taxes, represents a 25% premium over Premier Paint’s market price of ₦30.04 per share as of June 25, 2026.
The acceptance period for the takeover offer will begin on July 13, 2026, and conclude at 5:00 p.m. on August 7, 2026. Shareholders who wish to participate must submit their acceptance documents through CardinalStone Registrars Limited during this window. A withdrawal period is also in place, allowing shareholders to revoke their acceptance within the first 10 days of the offer, ending on July 24, 2026. Should the number of shares tendered exceed the 2 million target, Xenergi will accept shares on a pro-rata basis in accordance with regulatory guidelines.
This mandatory offer follows Xenergi’s successful acquisition of its 49.60% stake in Premier Paint, a transaction that received necessary approvals from the Federal Competition and Consumer Protection Commission (FCCPC), the Securities and Exchange Commission (SEC), and the Nigerian Exchange Limited (NGX). The company emphasized that the takeover is primarily to comply with statutory obligations under the ISA 2025 and not driven by strategic restructuring or operational changes. Premier Paint will continue to operate as a standalone entity, and Xenergi has confirmed there are no plans to alter the employment terms of the company’s workforce as a result of the transaction.
Xenergi, an indigenous energy firm focused on converting natural gas into cleaner energy products, stated that the takeover is purely to meet legal requirements stemming from its controlling interest in Premier Paint. The settlement process for successful shareholders is expected to begin on September 1, 2026, pending final regulatory approvals and completion of share transfer procedures. This development underscores the increasing regulatory scrutiny on corporate takeovers in Nigeria’s capital markets and highlights the importance of compliance with securities laws. The outcome of the offer could further solidify Xenergi’s position in the Nigerian industrial sector, while providing minority shareholders with an attractive exit opportunity.
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