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How Int’l Breweries’ N191bn loss triggers capital restructuring

By Kehinde Ibrahim, Lagos

INTERNATIONAL Breweries Plc has unveiled a major capital restructuring plan after years of accumulated losses left the brewer unable to resume dividend payments, underscoring the financial challenges that continue to weigh on the company despite its return to profitability.

The brewer disclosed that it intends to reduce its share capital by applying funds from its Share Premium Account to eliminate accumulated losses of N191.03 billion recorded as of the end of the 2025 financial year. While the proposed exercise is expected to strengthen the company’s balance sheet, it also highlights the depth of historical losses that have prevented shareholders from benefiting from earnings through dividend distributions.

In a notice filed with the Nigerian Exchange Limited, NGX, International Breweries said the restructuring will be implemented in two phases. The first phase involves offsetting its accumulated losses using part of the balance in its Share Premium Account. Once it is completed, the company will undertake a further reduction of the Share Premium Account to enable the return of excess capital to shareholders.

The proposed transaction will be executed in accordance with the provisions of Section 131 of the Companies and Allied Matters Act, CAMA, 2020, as amended. However, the exercise remains subject to approvals by the relevant regulatory authorities, confirmation by the Federal High Court and the approval of shareholders at the company’s forthcoming Annual General Meeting, AGM.

International Breweries acknowledged that although it has returned to profitability after years of financial pressure, it remains legally unable to declare dividends because of the significant accumulated losses on its books.

According to the company, the elimination of the retained losses is necessary to restore distributable reserves and re-establish its capacity to reward shareholders through dividend payments from future profits.

“Despite the return to profitability, International Breweries remains unable to distribute dividends due to accumulated losses of N191.03 billion as at the 2025 financial year. The company proposes to apply a portion of the balance in the Share Premium Account to eliminate the accumulated losses, thereby restoring distributable reserves and re-establishing the company’s capacity to pay dividends from future profits,” the notice stated.

Following the write-off of the accumulated losses, the brewer said that it will proceed with a further reduction of the Share Premium Account to facilitate the return of excess capital to shareholders. The amount payable to each shareholder will be determined by the Board of Directors after considering the final amount approved for distribution, with payments to be made on a pro-rata basis to holders of ordinary shares.

The proposed restructuring comes as the company seeks to rebuild investor confidence after years of financial strain. Although the return to profitability signals an improvement in operating performance, the inability to declare dividends illustrates how historical losses continue to constrain the company’s financial flexibility and limit immediate returns to shareholders.

For investors, the proposed capital reduction represents both an effort to clean up the company’s balance sheet and an acknowledgment that past losses remain a significant obstacle. While the restructuring could pave the way for future dividend payments if profitability is sustained, it also reflects the extent to which accumulated deficits have eroded shareholder value over time.

The proposal will now be presented to shareholders for consideration at the forthcoming AGM. If approved and subsequently endorsed by regulators and the Federal High Court, International Breweries expects the restructuring to improve its capital structure, restore distributable reserves and position the company for stronger long-term financial stability. Until then, shareholders will continue to wait for the resumption of dividend payments despite the company’s recent return to profit.

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