By Kehinde Ibrahim, Lagos
THE Securities and Exchange Commission, SEC, has approved a mandatory takeover offer by Emerald HoldCo B.V. valued at approximately N6.94 billion, paving the way for the acquisition of up to 11.74 million ordinary shares of Beta Glass Plc from minority shareholders following the investor’s emergence as the company’s new controlling shareholder.
The approval, disclosed in a notice filed with the Nigerian Exchange, NGX, marks a significant milestone in the ownership restructuring of one of Nigeria’s leading glass packaging manufacturers. The notice, dated July 6, 2026, was signed by the company’s registrar and secretary, DCSL Corporate Services Limited.
Under the terms of the offer, Emerald HoldCo B.V. intends to acquire up to 11,741,509 ordinary shares of Beta Glass at N590.94 per share, translating to a total transaction value of about N6.94 billion. The offer provides eligible minority shareholders with an opportunity to dispose off part of their holdings following the recent change in the company’s control structure.
According to the disclosure, the mandatory takeover offer became necessary after Emerald HoldCo acquired a controlling interest in Beta Glass through a broader corporate restructuring involving the Nigerian operations of the former Frigoglass Group.
The company stated that the qualification date for shareholders eligible to participate in the offer is June 25, 2026.
“This notice is issued to the Nigerian Exchange Limited and the investing public in respect of the proposed Mandatory Takeover Offer by Emerald HoldCo B.V. to acquire up to 11,741,509 ordinary shares from the other shareholders of Beta Glass Plc at N590.94 per share,” the company said in the regulatory filing.
Emerald HoldCo further disclosed that its board of directors approved the transaction on February 5, 2026, setting the stage for the acquisition process that has now received regulatory approval.
The shares covered by the offer represent approximately 1.96 per cent of Beta Glass’ total issued and fully paid share capital. However, the offer excludes shares already held by Packaging Industries Nigeria Limited as well as Emerald Nigeria Intermediate Holdings B.V., both of which form part of the acquiring group’s ownership structure.
The takeover process follows Emerald HoldCo’s acquisition of 100 per cent of Emerald Nigeria Intermediate Holdings B.V. in February 2026. Emerald Nigeria Intermediate Holdings owns 76.03 per cent of Packaging Industries Nigeria Limited, which itself holds 331.26 million ordinary shares in Beta Glass.
The shareholding represents approximately 55.22 per cent of Beta Glass issued share capital, effectively giving Emerald HoldCo indirect control of the company and triggering the mandatory takeover provisions under Nigeria’s capital market regulations.
Under the Investments and Securities Act ,ISA, 2025 and the SEC’s takeover rules, any investor that acquires 30 per cent or more of the voting shares of a publicly listed company is required to make a takeover offer to the remaining shareholders. While the regulations allow an acquirer to seek full ownership by offering to purchase all outstanding shares, Emerald HoldCo opted for a partial mandatory takeover offer covering only a portion of the minority shareholding.
The development underscores continued regulatory oversight of mergers, acquisitions and changes in corporate ownership within Nigeria’s capital market, while providing additional protection for minority investors during significant ownership transitions.
Beta Glass remains one of Nigeria’s foremost manufacturers of glass packaging products, supplying bottles and jars to companies in the beverage, food, pharmaceutical and fast-moving consumer goods sectors. The company operates manufacturing plants in Agbara, Ogun State, and Ughelli, Delta State, serving a broad customer base across Nigeria and parts of West Africa.
The takeover offer also comes shortly after Beta Glass released its first-quarter 2026 financial results, highlighting continued investor interest in the company as it enters a new phase under Emerald HoldCo’s controlling ownership.
