Mergers and Acquisitions

1)      

Merger Notification

Filling
fee for pre-merger notice N50,000 per company

Payment
of processing fee is based on the value of Scheme shares using  the
graduation below

First
N500 million = 0. 3%

Next
N500 million =0.225 %

Any
sum thereafter =0.15%

6 weeks

Letter

1.     Letter
of intent to merge

2.     Extract
of Board Resolutions of the Merging Companies duly certified by a Director
and the Company Secretary

3.     Information
Memorandum

4.     Copies
of letters notifying the Trade Union of the relevant Industry of the
intention of the Companies to merge (where applicable)

5.     A
copy of the letter appointing the Financial Adviser(s)

6.     Copies
of the Certificates of Incorporation of the merging entities certified by the
Company Secretary

7.     Certified
True Copy (CTC) of CAC Form(s) showing Statement of Share Capital, Return of
Allotment,and particulars of directors. This should bear the original stamp
of the CAC.

8.     Memorandum
and Articles of Association of the merging entities duly certified by CAC

9.     A
letter of “No objection” from the Companies’ Regulator(s) (where applicable)

10.  The
Audited Accounts of the merging entities for the preceding five (5) years or
the number of years the companies have been in operation if not up to five
(5) years

11.  Evidence
of payment of merger filing fee of N50, 000.00 (Fifty Thousand Naira only)
per merging entity

12.  2
hard copies of Scheme Document and an electronic copy

13.  Draft
Financial Services Agreement between the merging parties and their Financial
Advisers

14.  Evidence
of increase in Authorized Share Capital (where   necessary)

15.  Signed
and notarized consent letters of Directors and Parties to the merger

16.  Copy
of merger implementation agreement and any other agreements executed by the
merging parties (where applicable)

17.  Agreement
between the Companies and their Shareholders’ Representatives(where
applicable)

18.  A
letter of undertaking to file evidence of settlement of all tax liabilities
with the Federal Inland Revenue Services (FIRS)

19.  Certificate
of capital importation (where applicable)

20.  List
of claims and litigation of the merging parties

21.  2
Copies of draft Proxy forms for each of the merging parties

22.  Evidence
of payment of processing fee as well as fees for proxy materials as captured
in the Appendix on Fees

23.  Evidence
of dispatch of Scheme documents to the shareholders of the merging parties

Part
XII of the Investment and Securities Act (ISA) No. 29, 2007

Part
I of the Rules  & Regulations of the Securities & Exchange
Commission 2013 (as amended)

2)      

Formal Approval Stage

No
fee

2 weeks

Letter

1.     Copies
of executed Scheme Documents

2.     Copies
of executed Financial Services Agreements

3.     Copies
of the executed Order of Proceedings of the merging companies

4.     Extract
of the executed resolutions passed at the separate Shareholders meetings

5.     Scrutineers’
Report by the Reporting Accountant

6.     Power
of Attorney of Directors who were not present at the separate shareholders
meetings (where applicable)

7.     Form
SEC 6 (where applicable)

8.     Evidence
of clearance letter from the Federal Inland Revenue Services regarding any
tax liability (where applicable)

9.     Amended
copy of the Memorandum and Articles of Association of the Resultant company
(where applicable)

10.  Copy
of the court-order convening the respective meetings

11.
Any agreement
entered into with the relevant Trade Union (where applicable)

Part
XII of the Investment and Securities Act (ISA) No. 29, 2007

Part
I of the Rules  & Regulations of the Securities & Exchange
Commission 2013 (as amended)

3)      

Post Approval Documentation (Mergers)

No
fee

2
weeks

File
away the transaction

1.     A copy of the Court order
sanctioning the Scheme within seven days of the Order for registration

2.     A Notice of the Order
shall be published in at least one National Newspaper

3.     A copy of the Order
shall be published in the Gazette

4.     File statement of the
actual cost of the scheme

5.     File a Report of the
completion of the exercise within three (3) months, containing the following
information amongst others:

i.
Arrangement
relating to employees of the dissolved Companies.

ii.
Settlement
of shareholders of the dissolved companies.

iii.
Utilization
of monies injected into the company (where applicable).

iv.
General
implementation of the merger as provided by Section 122 (6) of the ISA.

v.
Report
of the Shareholders’ Representatives (where applicable)

6.     Report on Share
Adjustment (as provided in the Scheme Document where applicable).

Part
XII of the Investment and Securities Act (ISA) No. 29, 2007

Part
I of the Rules  & Regulations of the Securities & Exchange
Commission 2013 (as amended)

4)      

Acquisitions

Filling
fee for Acquisition = N50,000

Payment
of processing fee based on the value of the company/Asset to be acquired in
the graduation fee below. 

First
N500 million = 0. 3%

Next
N500 million =0.225 %

Any
sum thereafter =0.15%

60 days

Letter

1.     Two
draft copies of Information Memorandum on the proposed acquisition

2.     Extracts
of Board Resolutions of the acquirer and the Target Company agreeing to the
acquisition signed by the Company’s Secretary and a Director

3.     A
recent CAC certified true copy of the Memorandum and Articles of Association
of the acquirer and the target company

4.     Certificate
of Incorporation certified by the Company Secretary of the acquirer and the
target company

5.     Extracts
of shareholders resolution of the Acquirer and the Target company to be
signed by a Director and Company Secretary

6.     Summary
of the claims and litigation of the Target Company

7.     A
copy of ‘No Objection’ letter from the relevant regulatory body (where
applicable)

8.     Copies
of mandate letter(s) appointing the financial adviser(s)

9.     CAC
certified Forms i.e. CAC 7 and CAC 2 of the Acquirer and the Target Company

10.  Notarized
consent of Directors of the acquirer and the target company

11.  Financial
Services Agreement between the Acquirer and the Target Company and their
respective Financial Advisers

12.  Share
Purchase Agreement and any other relevant agreement executed between the
Acquirer and the Target Company. (where applicable)

13.
Evidence of payment of application fee (see Appendix)

14.  Evidence
of payment of relevant fees on the total value of shares being acquired as
processing fee

15.  Annual
report and accounts of both companies for the preceding five years or the
period the companies have been in operation if less than five years

16.  Sources
of fund to finance the acquisition shall be clearly disclosed and backed by
documentary evidence

17.  Report
of valuation of shares and assets of the target company. (where applicable)

Part
XII of the Investment and Securities Act (ISA) No. 29, 2007

Part
I of the Rules  & Regulations of the Securities & Exchange
Commission 2013 (as amended)

5)      

Post – Acquisition

No
fee

2
weeks

File away
the transaction

After
a ‘No Objection’ has been granted, the parties are required to file a report
of compliance with the terms of approval within three months. The report
shall be forwarded with the following:

1.     Executed
share and (or) asset purchase agreement

2.     Evidence
of settlement of purchase consideration(where applicable)

3.     Evidence
of settlement of severance benefit of employees that may lose their jobs as a
result of the acquisition

4.     Evidence
of settlement of dissenting shareholders (where applicable)

5.     Draft
newspaper publication of the acquisition

Part
XII of the Investment and Securities Act (ISA) No. 29, 2007

Part
I of the Rules  & Regulations of the Securities & Exchange
Commission 2013 (as amended)

6)      

Takeover Bid – Application for Authority to Proceed

Filling
fee for Takeover  N50,000

1 week

Letter

Applications
for the processing of Take-over should be filed with the Commission by the
Financial Advisers to the offeror in duplicates. The Financial Advisers shall
be capital market operators who are registered with the Commission to
function as Issuing Houses.

Take-over
applications shall be processed in three stages:

·
Application
for authority to proceed

·
Filing
of a draft take-over bid

·
Filing
of executed documents

Prior
to making a take-over bid, an offeror shall file an application for Authority
to proceed with a Take-over along with the following documents;

1.     Two copies of
Information Memorandum

2.     A
letter of “No Objection” from the relevant Sector Regulator  (where
applicable)

3.     Extracts
of Shareholders and Board Resolutions of the offeror approving the takeover (
where applicable)

4.     Copy
of the Certificate of Incorporation of the offeror certified by the Company
Secretary (where applicable)

5.     Copy
of the Memorandum and Articles of Association of the offeror certified
recently by the Corporate Affairs Commission (where applicable)

6.     Copy
of letter(s) from the offeror appointing the Financial Adviser(s) to the
transaction

7.     Audited
accounts of the offeror for the preceding period of five years or for the
number of years the company has been in operation if less than five (5) years
(where applicable)

8.     Evidence
of payment of filing fee

Part
XII of the Investment and Securities Act (ISA) No. 29, 2007

Part
I of the Rules  & Regulations of the Securities & Exchange Commission
2013 (as amended)

7)      

Registration of Takeover Bid

Processing
fee based on value of shares to be taken over as graduated below

First
N500 million = 0. 3%

Next
N500 million =0.225 %

Any
sum thereafter =0.15%

60 days

Letter

Upon
the receipt of Authority to proceed with a Takeover Bid, the following
documents shall be filed with the Commission: 

1.     2
draft copies of the Takeover Bid

2.     Consent
letters of Directors and other parties to the transaction

3.     Certified
copy of Form CAC 7  and Form CAC 2 of the offeror (where applicable)

4.     A
copy of Draft Financial Services Agreement between the Financial Advisers and
the offeror, and any other agreement (s) entered into in the course of the
transaction

5.     Annual
Report and Accounts of the offeror for the preceding period of five years or
such number of years the company has been in operation if less than five (5)
years (where applicable)

6.     Evidence
of payment of the relevant SEC fees based on the value of shares to be taken
over

7.     Draft
notice of the Takeover Bid to be  published by the offeror in at least
two national daily newspapers

8.     Evidence
of source of funds

9.     Certificate
of capital importation (where applicable)

Part
XII of the Investment and Securities Act (ISA) No. 29, 2007

Part
I of the Rules  & Regulations of the Securities & Exchange
Commission 2013 (as amended)

8)      

Filing of Result of the Take-over Bid

No
fee

2
weeks

File
away the transaction

Upon
registration of the Take-over Bid, the offeror shall launch the bid by
officially opening the Bid to the shareholders of the target company which
shall remain in force for such period as was approved by the Commission.

When
the Bid is closed, the offeror shall file the results of the bid with the
Commission within seven (7) working days of the conclusion of the offer detailing
the following:

1.     Summary
of Acceptances

2.     Acceptance
Forms

3.     Full
list of Acceptances

4.     Rejected
Acceptances

5.     Draft
Newspaper Announcement

6.     Evidence
of settlement of purchase consideration

7.     Evidence
of payment of processing fee

Part
XII of the Investment and Securities Act (ISA) No. 29, 2007

Part
I of the Rules  & Regulations of the Securities & Exchange
Commission 2013 (as amended)

9)      

External Restructuring

Filling
fee for Restructuring N50,000

Processing
fee based on value of shares to be exchanged using graduation below.

First
N500 million = 0. 3%

Next
N500 million =0.225 %

Any
sum thereafter =0.15%

4 weeks

Letter

External
Restructuring applies to the restructuring among a group of companies and other
related party transactions. Parties undertaking an External Restructuring
shall file an application with the following documents:

1.     Shareholders
resolution of the companies approving the external restructuring

2.     A
copy of the Certificate of Incorporation of the entities certified by the
company secretary

3.     CAC certified
true copies of Form CAC 7 (Particulars of Directors) and CAC 2 (Return of
Allotment)

4.     No
objection letter from regulatory authority (where applicable)

5.     Scheme
of External Restructuring

6.     Consent
letters of parties to the transaction

7.     Board
Resolutions of the entities involved in approving the restructuring

8.     Financial
Statements of the entities for the last two (2) financial years

9.     Evidence
of payment of application and processing fees

10.  Form
SEC 6 (where applicable)

Part
XII of the Investment and Securities Act (ISA) No. 29, 2007

Part
I of the Rules  & Regulations of the Securities & Exchange
Commission 2013 (as amended)

10)    

Formal Approval Requirement for External Restructuring

No
Fees

N/A

Letter

Where
the Commission is satisfied with documents listed in item above, a letter of
‘No Objection’ shall be issued to enable the parties proceed to file an
application with the Federal High Court seeking an order to convene a
Court-Ordered Meeting for the shareholders to consider and approve the
scheme.

Where
the scheme is approved by the shareholders at the Court-Ordered Meeting, the
parties shall file with the Commission, an application for formal approval
with the following documents:

1.     Two
copies of each Scheme of restructuring duly executed by the parties to the
transaction

2.     Copies
of duly executed shareholders’ resolution passed at the separate Court
Ordered Meeting(s) approving the Scheme

3.     Scrutineer’s
report showing the results of the voting exercise prepared by the Reporting
Accountants

4.     Powers
of Attorney of Directors who were absent at the separate Court Ordered
meeting(s)

5.     Copy
of the order convening the meeting

6.     Copies
of the executed order of proceedings of the entities involved

Part
XII of the Investment and Securities Act (ISA) No. 29, 2007

Part
I of the Rules  & Regulations of the Securities & Exchange
Commission 2013 (as amended)

11)    

Post Approval Requirement for Restructuring

No
fee

N/A

Letter

Upon
obtaining the Commission’s approval, the parties shall proceed to obtain the
court order sanctioning the scheme and shall file the following documents
with the Commission:

1.     a
copy of the court order sanctioning the scheme within seven (7)  days of
court sanction

2.     a
copy of the newspaper publication of the court order

3.     a
statement of the actual cost of the scheme

4.     report
on the settlement of shareholders

5.     a
notification of completion or otherwise of the exercise within three months

Part
XII of the Investment and Securities Act (ISA) No. 29, 2007

Part
I of the Rules  & Regulations of the Securities & Exchange
Commission2013 (as amended)

12)    

Management Buy-out

Filling
fee of N50,000

Processing
fee based on shares acquired using the graduation below

First
N500 million = 0. 3%

Next
N500 million =0.225 %

Any
sum thereafter =0.15%

60 days

Letter

1.
Resolution of the shareholders of the target company
approving the Management Buyout

2.
Resolution of the Management Team of the target Company to
undertake the Management Buyout of the target company

3.
Board Resolution of the target company signed  by a
Director and the company secretary

4.
A copy of the certificate of incorporation of the target
company and the Acquirer

5.
Form CAC 2 and Form CAC 7 of the parties to the
transaction

6.
Memorandum and Articles of Association of both parties to
the transaction

7.
Two copies of the Information Memorandum which shall
contain the following:

a)      List of Claims and
Litigations of the target company

b)     Consent Letters of the
parties to the transaction;

c)      Evidence of Source of
Funds of the Management Team;

Part
XII of the Investment and Securities Act (ISA) No. 29, 2007

Part
I of the Rules  & Regulations of the Securities & Exchange
Commission 2013 (as amended)