Champion Breweries will be replaced on the Nigerian Exchange by a new parent company, Champion Brands Limited, in a restructuring that could let the group move its ₦30 billion bond off the brewer’s books, its scheme document shows.
The company announced its delisting this week without saying why, or whether the new company would be listed. The document, dated 5 November, answers both.
Shareholders will receive one Champion Brands share for every Champion Breweries share they hold. They will pay nothing, and their stakes will not be diluted.
“In place of your current shares in Champion Breweries, you will hold shares in HoldCo, which is intended to be listed on The NGX, so that you continue to hold a listed, tradeable investment,” the chairman, Imo-Abasi Jacob, wrote to shareholders.
Debt is a large part of the reason. Champion raised a ₦30 billion five-year bond and ₦38 billion from shareholders, mainly to buy the Bullet energy drink business this year. Its borrowings stood at ₦37.15 billion at the end of June.
Finance costs rose from ₦0.2 billion in 2023 to ₦2.6 billion in 2025. In the first half of 2026 alone, they reached ₦4.91 billion.
Rand Merchant Bank, the company’s financial adviser, said the fundraising had introduced “a more complex capital structure and funding profile, including bond and bridge facility obligations”.
The document says the new structure will give the group “flexibility to consider a subsequent realignment of its debt obligations, including the potential migration of the NGN30.0 billion 5-year unsecured Series 1 Bond obligation”. Mr Jacob said this “may create additional balance sheet capacity within Champion Breweries”.
It does not say where the bond would be moved. Any such step would be separate from the scheme and would need the approval of bondholders and regulators. The adviser said the aim was for debt to be “appropriately housed within the relevant entities”.
Debt is not the only reason given. The board said holding the brewery and the Bullet business in one company may also obscure the value of each, strain the allocation of capital and limit future acquisitions.
The new parent is also meant to raise money. It “will have direct access to NGX equity capital markets to fund its pan-African expansion through future capital raises”, Mr Jacob wrote.
Under the plan, Champion Brands will sit at the top of the group. Champion Breweries, which makes Champion Lager Beer and Champ Malta in Uyo, will continue as the beer and malt subsidiary.
Its 80 per cent stake in enJOYbev B.V., the Dutch company that owns Bullet, will move to the new parent. VINAR NV holds the other 20 per cent. Bullet is sold in more than 14 African countries and India.
Champion Brands was incorporated on 8 September as a private company. It is due to be re-registered as a public company on 24 November.
Shareholders will vote at a court-ordered meeting in Lagos on 3 December. The scheme needs the support of three-quarters of the shares voted.
EnjoyCorp Limited, which took control of the brewer from Heineken in 2024, holds 64.08 per cent. Akwa Ibom Investment Corporation holds 10.15 per cent, and other shareholders hold 25.77 per cent. The board has unanimously recommended a vote in favour.
If the scheme is approved and sanctioned by the Federal High Court, it will bind all shareholders, including those who vote against it or stay away.
The last day to trade Champion Breweries shares is set for 11 December, and the scheme is due to take effect on 14 December. The exchange’s approval to delist the old shares and list the new ones is expected on 22 December. The company says the dates may change.
The Securities and Exchange Commission has issued a no-objection to the scheme. If shareholders reject it, Champion Breweries’ shares will remain listed.
Champion Breweries will stay a public company for as long as its bonds are outstanding. The scheme is not expected to affect workers’ jobs or pension rights, the document says.
Champion Breweries was founded in 1974 and listed in 1993.
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