Nigeria’s top cement producer, Dangote Cement Plc, is seeking shareholder approval to pursue an overseas listing of its shares and facilitate a potential offer for sale by its majority shareholder as part of plans to broaden access to international capital markets and deepen investor participation.
The proposals, which will be considered at the company’s 17th Annual General Meeting (AGM), form part of a broad set of resolutions aimed at enhancing the company’s corporate structure, governance framework, and strategic growth ambitions.
Under the proposed resolutions, shareholders will be asked to authorise the board of directors to explore one or more capital market transactions, including a secondary listing of Dangote Cement’s issued shares on the London Stock Exchange (LSE) or another recognised international securities exchange.
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The company said the proposed international listing would be subject to obtaining all necessary regulatory approvals and prevailing market conditions.
The board would retain the discretion to determine the timing, structure and terms of any transaction.
In addition to the proposed overseas listing, shareholders will also vote on a resolution that could pave the way for an offer for sale of the company’s shares by the majority shareholder in both international and Nigerian capital markets.
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The transaction could be undertaken in connection with a foreign listing or executed as a standalone share sale, depending on market conditions and strategic considerations.
Industry analysts believe the move could strengthen Dangote Cement’s international profile, expand its shareholder base and improve access to foreign capital, while potentially enhancing liquidity in the company’s stock.
As part of the resolutions, shareholders will be asked to grant the board authority to appoint professional advisers, execute relevant agreements, secure regulatory approvals and undertake all necessary actions required to implement the proposed transactions.
The company is also seeking shareholder ratification of actions already taken by management and the board in preparation for the proposed initiatives.
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Beyond the capital market proposals, Dangote Cement is seeking a general mandate to continue recurrent transactions and business arrangements with related parties and associated companies in the ordinary course of business.
The mandate, if approved, will remain effective until the next AGM and is intended to ensure operational flexibility while maintaining compliance with applicable regulations.
The board is also requesting shareholder approval for the remuneration of the company’s non-executive directors.
In a separate special resolution, shareholders will consider amendments to the company’s Memorandum and Articles of Association.
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The proposed changes include revisions to provisions governing share transfer registration and the removal of certain qualifying clauses in the company’s constitutional documents.
Specifically, the company is proposing an amendment to Article 5 to provide that the registration of share transfers may be suspended for periods determined by the directors, provided such suspension does not exceed 30 days in any calendar year.
The proposed amendments are designed to align the company’s governance framework with evolving corporate and regulatory requirements while improving administrative efficiency.
The resolutions come as Dangote Cement continues to consolidate its position as Africa’s leading cement manufacturer, with operations spanning several African countries and a strategic focus on sustaining growth, enhancing shareholder value and strengthening its presence in regional and global capital markets.
If approved, the overseas listing initiative would represent one of the most significant international capital market moves by a Nigerian-listed industrial company in recent years, potentially positioning Dangote Cement for greater visibility among global institutional investors.