Ignite Investments and Commodities Limited offered to acquire remaining 25.9% stake in Ardova Plc (NGSE:ARDOVA) for NGN 5.9 billion on February 6, 2023. Ignite Investments and Commodities Limited entered into a scheme of arrangement to acquire remaining 25.9% stake in Ardova Plc (NGSE:ARDOVA) for NGN 5.9 billion on April 20, 2023. Under the terms of agreement, The Scheme will involve the transfer of the Scheme Shares comprising 339,962,573 ordinary shares of 50 kobo each, held by the Scheme Shareholders to Ignite Investments without any further act or deed, In consideration for the transfer of the Scheme Shares, Ignite Investments will pay the Scheme Consideration to the Scheme Shareholders; and Ardova will be delisted from NGX. Following the implementation of the Scheme, the Scheme Shareholders will no longer be shareholders of the Company and the entire issued ordinary share capital of Ardova will be held by the Core Shareholder. The Company will be delisted from NGX pursuant to the relevant provisions of the NGX Rulebook. The proposal is an offer from the Core Shareholder (the ?Offer?) to acquire the shares it does not currently own (the ?Scheme Shares?) and subsequently delist the Company from NGX (the ?Transaction?). Ignite Investments and Commodities intends to acquire remaining stake by a way of scheme of arrangement. In consideration for the transfer of the Scheme Shares, each Scheme Shareholder shall be entitled to receive NGN 17.38 for each Scheme Share held as at the Effective Date. This represents a 25% premium to the Company?s share price of NGN 13.90 on 30 November 2022, being the last traded price prior to the Offer.

From the Effective Date, the Scheme shall become effective and binding on all the Shareholders of Ardova (regardless of whether they attended or were absent from the Court-Ordered Meeting), if: a. The Scheme is approved by a majority representing not less than three-quarters in value of ordinary shares cast by the Qualifying Shareholders, present and voting, either in person or by proxy, at the Court-Ordered Meeting; b. The SEC approves, with or without modification, the terms and conditions of the Scheme as agreed by the majority of the Scheme Shareholders in accordance with (a) above; c. The Scheme is sanctioned by an order of the Court; and d. A certified true copy of the Court Sanction in respect of the Scheme is delivered to the CAC for registration. The Transaction provides an avenue for the Core Shareholder to support the Company in raising the required capital to expand its business operations in order to improve profitability. The Board of Directors has considered the Offer and considers the terms of the Scheme to be fair and reasonable. Therefore, the Board recommends that you vote in favour of the resolutions, which are to be proposed at the Court-Ordered Meeting scheduled to hold on 31 May 2023. As of June 2, 2023, the Board of Directors of the Company be and are hereby authorised to take all actions deemed necessary to give effect to the aforementioned resolutions of the Company or as may become necessary to put the Scheme of Arrangement into effect.

Stanbic IBTC Capital Limited is acting as Financial Adviser, Banwo & Ighodalo as legal advisor, PricewaterhouseCoopers Nigeria acted as fairness provider, Stanbic IBTC Stockbrokers Limited acted as financial advisor, Veritas Registrars Limited, Veritas Registrars Limited acted as Registrar acted and Deloitte & Touche acted as accountant to Ardova Plc.