Xenergi launches N76 million mandatory takeover bid for Premier Paint shares
By Aboki Forex —
Xenergi Plc has launched a mandatory takeover offer to acquire up to 2 million ordinary shares of Premier Paint Plc at N38.00 per share, in a transaction valued at N76 million. The offer, which has been registered by the Securities and Exchange Commission (SEC), was disclosed in an offer document dated June 22, 2026.
If completed, the acquisition will increase Xenergi’s stake in the paint manufacturer from 49.60% to 51.22%.
Offer timeline and details
According to the offer document, the takeover bid will open on July 13, 2026, and close on August 7, 2026, while the qualification date has been fixed for July 6, 2026. The company stated that the offer covers up to 2,000,000 ordinary shares, representing 1.63% of Premier Paint’s issued share capital not currently held by Xenergi.
“Xenergi hereby offers to all Premier Paint shareholders to purchase and acquire, on the terms and conditions set forth in this Offer, the ordinary shares held by them in Premier Paint,” the company stated. The takeover bid was approved by Xenergi’s board on May 25, 2026.
Earlier in June, Xenergi acquired 61,003,350 ordinary shares in Premier Paint, representing a 49.60% stake in the company, following approvals from the Federal Competition and Consumer Protection Commission (FCCPC), the SEC, and the Nigerian Exchange. Under Section 142(4) of the Investments and Securities Act (ISA) 2025, any shareholder that acquires more than 30% of a listed company is required to make a takeover offer to remaining shareholders.
Pricing and shareholder terms
Under the terms of the offer, eligible shareholders excluding Xenergi will receive N38.00 in cash for each share tendered, net of applicable taxes. The offer price represents a premium of approximately 25% to Premier Paint’s market price of N30.04 per share as of June 25, 2026.
The shares will be acquired free of any liens, charges, or encumbrances and will include all associated rights, including voting rights and dividends declared after the date of the offer document. Should the full 2 million shares be tendered, Xenergi’s shareholding in Premier Paint will rise to 63,003,350 shares, equivalent to 51.22% of the company’s 123 million issued ordinary shares.
The takeover bid follows a transaction announced in December 2025, when Premier Paint disclosed that its majority shareholders were in discussions with Xenergi regarding the sale of their stakes. The shareholders involved included Clover Global Resources Limited, which held 39.02% of the company, and TGHL Capital Limited, with a 15.20% stake. The deal subsequently resulted in Xenergi acquiring a controlling 51% equity interest, representing approximately 63 million shares in Premier Paint.
Next steps for shareholders
Shareholders wishing to participate in the offer are required to complete and submit the acceptance form through CardinalStone Registrars Limited. The company noted that acceptances may be withdrawn up to July 24, 2026. Xenergi is expected to transfer the purchase consideration to the registrars by August 31, 2026, while settlement to shareholders is scheduled for September 1, 2026.
AIICO Capital Limited is acting as financial adviser to Xenergi on the transaction. The company added that the takeover will not affect existing employee terms and conditions at Premier Paint.
Last year, President Bola Tinubu signed into law the Investment and Securities Act (ISA) 2025, marking a major milestone in Nigeria’s capital market reform. The new legislation, which repeals the former Investments and Securities Act No. 29 of 2007, is aimed at strengthening the legal and regulatory framework for investments and capital market activities in the country. The enactment of the ISA 2025, according to SEC, reaffirms its authority as the apex regulator of Nigeria’s capital markets and introduces significant reforms designed to align local operations with international best practices.
For Nigerian investors, this bid signals increased consolidation activity in the manufacturing sector and highlights the growing role of regulatory frameworks like the ISA 2025 in protecting minority shareholder interests during corporate takeovers.