Xenergi Plc has initiated a mandatory takeover offer to acquire up to 2 million ordinary shares of Premier Paint Plc, priced at N38.00 per share. This transaction is valued at N76 million and has been registered by the Securities and Exchange Commission (SEC), as detailed in an offer document dated June 22, 2026.
If successfully completed, this acquisition will raise Xenergi’s shareholding in the paint manufacturer from its current 49.60% to 51.22%.
The takeover bid is scheduled to open on July 13, 2026, and will close on August 7, 2026. The qualification date for shareholders has been set for July 6, 2026.
The offer covers 2,000,000 ordinary shares, which represents 1.63% of Premier Paint’s issued share capital not currently held by Xenergi. Xenergi stated its intention to purchase and acquire ordinary shares held by Premier Paint shareholders under the terms and conditions outlined in the offer.
Xenergi’s board approved the takeover bid on May 25, 2026. This follows an earlier acquisition in June, where Xenergi secured 61,003,350 ordinary shares, representing a 49.60% stake in Premier Paint, after receiving 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 acquiring more than 30% of a listed company is mandated to make a takeover offer to the remaining shareholders.
Eligible shareholders, excluding Xenergi, will receive N38.00 in cash for each share tendered, net of applicable taxes. The offer price provides a premium of approximately 25% compared to Premier Paint’s market price of N30.04 per share as of June 25, 2026.
The acquired shares will be free of any liens, charges, or encumbrances and will include all associated rights, such as voting rights and dividends declared after the date of the offer document. If all 2 million shares are tendered, Xenergi’s total shareholding in Premier Paint will increase to 63,003,350 shares, equivalent to 51.22% of the company’s 123 million issued ordinary shares.
This takeover bid stems from a transaction announced in December 2025, when Premier Paint disclosed discussions between its majority shareholders and Xenergi regarding the sale of their stakes. The involved shareholders included Clover Global Resources Limited, which held 39.02% of the company, and TGHL Capital Limited, with a 15.20% stake. This initial deal resulted in Xenergi acquiring a controlling 51% equity interest, representing approximately 63 million shares in Premier Paint.
Shareholders interested in participating in the offer must complete and submit the acceptance form through CardinalStone Registrars Limited. Acceptances can be withdrawn up to July 24, 2026.
Xenergi is expected to transfer the purchase consideration to the registrars by August 31, 2026, with settlement to shareholders scheduled for September 1, 2026. AIICO Capital Limited is serving as the financial adviser to Xenergi for this transaction. The company has also confirmed that the takeover will not impact existing employee terms and conditions at Premier Paint.
Last year, President Bola Tinubu signed the Investment and Securities Act (ISA) 2025 into law, repealing the former Investments and Securities Act No. 29 of 2007. This new legislation aims to strengthen Nigeria’s capital market regulatory framework and align local operations with international best practices, reaffirming SEC's authority as the apex regulator.
