HH Capital acquires 35.94 percent stake in Transcorp

HH Capital Limited has acquired 1,493,477,786 ordinary shares of Transnational Corporation Plc at an average price of N3.12k per share, increasing its direct and indirect cumulative shareholdings to 35.94 percent of Transcorp’s share capital.

This acquisition has triggered the mandatory tender offer requirements under the Investment and Securities Act, 2007, and the Securities and Exchange Commission (SEC) Rules and Regulations, 2013.

According to the notification signed by the Group Company Secretary Atinuke Kolade,  “Following this development, we wish to announce to the Nigerian Exchange Limited and the general public that HH Capital has obtained the necessary approvals from the Securities and Exchange Commission to make the tender offer of up to 2,032,399 fully paid and issued ordinary shares equivalent to 0.02 percent of the issued and fully paid ordinary shares in Transcorp to other shareholders at 0.25 percent premium to the opening price of the ordinary shares of Transcorp as of the opening date, for each unit of ordinary shares tendered”.

This aligns with HH Capital’s disclosure obligations and reinforces its commitment to regulatory compliance.

Transcorp currently has a total of 40.6 billion shares with about 1,586 shareholders holding a combined 89.49 percent of the shares of the company. However a recent share reconstruction reduced the total outstanding shares to 10.2 billion shares outstanding.

A mandatory tender offer which requires an acquirer to publicly offer to buy shares from other shareholders when their ownership reaches a certain threshold, ensures fair exit opportunities for minority investors.

In a recent update, Transcorp confirmed through its company secretary, Atinuke Kolade, that the SEC has approved HH Capital’s offer to acquire approximately 0.02 percent (2,032,399 shares) of its fully paid ordinary shares at a 0.25 percent premium.

This means that shareholders who decide to sell their shares, or “tender” them, will receive a slightly higher price than the trading value at the time of the offer.

The buying price will be based on the opening price of Transcorp’s ordinary shares on the day the offer is made for each unit tendered.

It will be recalled that On April 28, 2023, HH Capital Limited acquired 1,493,477,786 ordinary shares of Transnational Corporation Plc (Transcorp) at an average price of N3.12 per share.

This purchase raised HH Capital’s ownership stake to 35.94 percent of Transcorp’s total shares, factoring in the holdings of related parties, including Tony O. Elumelu and Dr. (Mrs.) Awele Vivien Elumelu.

Due to this acquisition, HH Capital is required to make a mandatory tender offer to other shareholders, as stipulated by the Investment and Securities Act of 2007 and relevant regulations from the Securities and Exchange Commission.

This obligation aligns with standard regulatory practices rather than a business strategy.

ALSO READ TOP STORIES FROM NIGERIAN TRIBUNE