…One-for-one share exchange to preserve shareholders’ proportionate ownership
Champion Breweries Plc has proposed a restructuring that would establish Champion Brands Limited as the new parent company of the group, reflecting its evolution into a broader, multi-category African beverage business.
Under the proposed Scheme of Arrangement, Champion Brands Limited will be re-registered as a public limited liability company, Champion Brands Plc, and become the group’s new parent company listed on
Nigerian Exchange Limited (NGX).
Champion Breweries Plc will become its subsidiary and be delisted, while enJOYbev B.V., whose portfolio includes the Bullet range of beverages, will also become a direct subsidiary of Champion Brands.
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Under the Scheme, existing shareholders will receive one Champion Brands share for every Champion Breweries share held, preserving their proportionate ownership. The restructuring remains subject to
the necessary approvals.
What is proposed
One-for-one share exchange: The 11,323,611,233 ordinary shares of Champion Breweries held by Scheme Shareholders will be exchanged for an equivalent number of fully paid ordinary shares in Champion Brands. Shareholders will retain their proportionate ownership without any
additional payment.
New group structure: Champion Breweries will become a wholly owned subsidiary of Champion Brands. Champion Breweries’ shareholding in enJOYbev B.V. will also be transferred to Champion Brands, resulting in both Champion Breweries and enJOYbev B.V. becoming direct subsidiaries of Champion Brands.
Transition of Champion Brands to a new publicly listed parent: Following implementation of the Scheme, Champion Breweries’ shares will be delisted from NGX, and Champion Brands, following its re-registration as a public limited liability company, will become the group’s publicly listed parent company, subject to the necessary regulatory approvals.
Champion Breweries will continue its brewing operations in Uyo, Akwa Ibom State, producing Champion Lager and Champ Malta.
Why the Board is proposing the Scheme
Champion Breweries has evolved from a Nigerian brewing business into a broader, multi-category beverage group. Its recent acquisition of enJOYbev B.V. brought the Bullet portfolio into the group, expanding its product offering and geographic presence across 14 African markets.
The proposed restructuring reflects this evolution. The Board believes that a holding-company structure is better suited to the scale and ambitions of the expanded group, offering three principal strategic
advantages. First is a clearer group identity and investment proposition. Champion Brands will represent the broader beverage group as its listed parent company, giving investors a clearer view of the group’s portfolio and the businesses underpinning its growth.
Read also: Champion Breweries, Bature Brewery partner to take Nigerian craft beer nationwide
Another is greater flexibility in capital allocation. The structure will provide a framework for assessing investment priorities across the group’s businesses and directing capital towards opportunities aligned with their respective needs and growth potential. Thirdly, a platform for future growth. The structure is designed to accommodate the continued development of existing businesses and support expansion into new products, beverage categories and African markets.
Imo-Abasi Jacob, chairman of Champion Breweries Plc, said: “Our ambitions extend beyond the businesses and markets we serve today. We want to strengthen our existing brands, develop new products and pursue opportunities in new markets. The proposed structure is designed not just for the business we have today, but for the group we intend to build over the long term.
“We believe this is the right next step for Champion and its shareholders. The Scheme changes the group’s corporate structure, not shareholders’ proportionate ownership. Champion Brands, once listed, will be subject to the governance and disclosure requirements applicable to NGX-listed companies. The Board unanimously recommends that shareholders vote in favour of the Scheme.”
Malolan Sampath, managing director/CEO, said: “The group’s operations, brands, employees, customers and suppliers are unaffected by the Scheme. Champion Breweries will continue producing
Champion Lager and Champ Malta in Uyo, while we remain focused on strengthening our brands, expanding our reach and serving our customers.”
What the Scheme means for shareholders
Shareholders keep the same stake. Under the Scheme, for every Champion Breweries share held, Scheme Shareholders will receive one Champion Brands share, preserving their proportionate ownership. No shareholder is diluted or bought out through the exchange.
Shareholders pay nothing. The Champion Brands shares will be issued as fully paid. Shareholders will not be required to make any additional payment or application to receive them.
Read also: Champion Breweries showcases expanded beverage portfolio at ART X Lagos 2026
Shareholders own shares in the wider group. Through Champion Brands, shareholders will hold an interest in the parent company of both Champion Breweries and enJOYbev B.V., bringing the group’s beverage businesses under one corporate structure.
The shareholders’ investment remains in a listed group. Champion Breweries will be delisted from NGX, while Champion Brands will become the group’s new publicly listed parent company, subject to the necessary approvals.
A shareholder vote is required. The Scheme proceeds only if shareholders approve it and the necessary regulatory approvals are obtained. The Scheme is to be completed in the first quarter (Q1) of 2027. Shares in Champion Breweries continue to trade on NGX as normal pending implementation of the Scheme.
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Iheanyi Nwachukwu, is a creative content writer with over two decades journalism experience writing on banking, finance, capital markets, and tax. The multiple awards winning journalist is Deputy Editor, BusinessDay. Iheanyi holds BSc Degree in Economics from Imo State University; Master of Science (MSc) Degree in Management from University of Lagos.
Iheanyi has attended several work-related trainings including (i) Advanced Writing and Reporting Skills (Pan African University, Lagos); (ii) News Agency Journalism (Indian Institute of Mass Communication {IIMC}, New Delhi, India); and (iii) Capital Markets Development and Regulations (International Law Institute {ILI} of Georgetown University, Washington DC, USA).
Other trainings Iheanyi attended include: Economic/Political Risk Analysis (By Thomson Reuters Foundation); International Financial Journalism (IFJ) (By PMA Media Training, UK); Effective Business Writing Skills (By Phillips Consulting); Reporting on Corporate Governance (By International Finance Corporation (IFC) & Thomson Reuters Foundation UK); etc. In addition, he has participated in high-level economy & markets events in Dubai, South Africa, Morocco, and other African countries like Zambia, Ghana and Gambia.
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