Savannah Energy Plc, has entered a Relationship Agreement with its largest shareholder, NIPCO Plc, a Nigerian energy conglomerate to increase its shareholding in Savannah Energy through secondary market transactions, acquiring up to 26.5 per cent of the company's issued share capital.
The agreement includes protections for minority shareholders and ensures Savannah Energy's operational independence, with NIPCO undertaking not to pursue a hostile takeover and providing orderly market disposal obligations.
In a statement, NIPCO proposes to acquire further existing ordinary shares in the Company through a series of secondary market transactions. In connection with these proposed acquisitions, the Company intends to terminate the off-market share buyback agreement announced on October 22, 2025 and approved by shareholders on November 28, 2025.
According to the statement, following termination of the Buyback Agreement, NIPCO proposes to acquire 118.084 million of the 143.566 million ordinary shares that were subject to the buyback agreement, which would increase NIPCO's stake to approximately 25 per cent of the Company's current issued share capital.
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"In addition, NIPCO has indicated to the Company its intention to acquire up to a further approximately 1.5 per cent of the Company's current issued share capital through additional secondary market transactions with identified existing shareholders.
"If completed in full, these additional acquisitions would increase NIPCO's ownership interest in Savannah to approximately 26.5 per cent of the Company's current issued share capital.
"The proposed Relationship Agreement is expected to provide a number of important protections for the Company and its minority shareholders, and to ensure that the Company is always able to carry on its business independently of NIPCO."
It highlighted that "the Relationship Agreement is expected to include: undertakings by NIPCO to exercise its voting rights in support of Board-recommended governance-related shareholder resolutions; confirmation that NIPCO has no right to board representation; an undertaking from NIPCO not to pursue any hostile takeover of the Company (subject to certain exceptions); and orderly market disposal obligations governing any future disposals of shares by NIPCO, covering both on market and off market trades, with the Company being afforded a certain period of time in the latter instance to attempt to identify an alternative purchaser (should it so choose)."
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It pointed out that "the Company's chief executive officer, Andrew Knott proposes to acquire the balance of 25.481 million ordinary shares that were subject to the buyback agreement and are not being acquired by NIPCO, thereby increasing his total interest to 292.764 million ordinary shares, equal to approximately 13.8 per cent of the Company's current issued share capital.
"The Company's Board of Directors considers this additional investment, which is to be undertaken via an investment vehicle wholly owned by the CEO, to be a further demonstration of senior management's confidence in the Company's strategy and prospects and to enhance the alignment of senior management's interests with those of shareholders."
