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The Securities and Exchange Commission (SEC) has approved a N6.94 billion mandatory takeover offer by Emerald HoldCo B.V. for up to 11.74 million ordinary shares of Beta Glass Plc, following the acquisition of an indirect controlling interest in the glass manufacturer.
The approval, disclosed in a notice filed with the Nigerian Exchange Limited (NGX), paves the way for Emerald HoldCo to acquire up to 11.742 million ordinary shares from minority shareholders at N590.94 per share. The offer will close on August 4, 2026.
The mandatory takeover was triggered after Emerald HoldCo acquired control of Beta Glass through its purchase of Emerald Nigeria Intermediate Holdings B.V. as part of a restructuring involving the former Frigoglass Group’s Nigerian operations.
“This notice is issued to the Nigerian Exchange Limited and the investing public of the proposed mandatory take-over offer by Emerald HoldCo B.V. to acquire up to 11.742 million ordinary shares from the other shareholders of Beta Glass Plc at N590.94 per share,” the disclosure stated.
Mandatory takeover offers are required under the Investments and Securities Act (ISA) 2025 and the SEC’s takeover regulations whenever an investor acquires 30 per cent or more of the voting shares of a listed company. The requirement is intended to provide minority shareholders with an opportunity to exit the company following a change in control.
While the regulations allow an acquirer to make an offer for all outstanding shares, Emerald HoldCo elected to make a partial offer covering approximately 1.96 per cent of Beta Glass’ total issued and fully paid share capital. The offer excludes shares held by Packaging Industries Nigeria Limited and Emerald Nigeria Intermediate Holdings B.V.
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Emerald HoldCo said its board approved the transaction on February 5, 2026. The change in ownership followed Emerald HoldCo’s acquisition of 100 per cent of Emerald Nigeria Intermediate Holdings B.V. in February 2026.
Emerald Nigeria Intermediate Holdings owns a 76.03 per cent stake in Packaging Industries Nigeria Limited, which in turn holds 331.26 million ordinary shares in Beta Glass. That holding represents approximately 55.22 per cent of Beta Glass’ issued share capital, giving Emerald HoldCo indirect control of the company and triggering the mandatory takeover requirement.
The offer gives eligible minority shareholders the option of accepting the cash consideration or retaining their investment in the company. Shareholders who choose not to tender their shares will remain shareholders of Beta Glass under its new controlling ownership structure.
The takeover process comes as Beta Glass reported lower earnings for the first quarter ended March 31, 2026. The company posted revenue of N37.54 billion, down from N41.16 billion recorded in the corresponding period of 2025.
Profit after tax declined by 21.48 per cent to N7.85 billion from N9.99 billion a year earlier, while earnings per share fell to N13.08 from N16.66 over the same period, reflecting weaker profitability during the quarter.
