Savannah Energy Plc has announced plans to terminate its ongoing share buyback programme as its largest shareholder, NIPCO Plc, moves to increase its ownership stake in the company.
The British independent energy company said in a statement made available to our correspondent on Thursday that it intends to enter into a relationship agreement with NIPCO, a diversified Nigerian energy conglomerate, in connection with NIPCO’s proposed acquisition of additional Savannah shares through secondary market transactions.
According to ACCA Global, a share buyback occurs when a business purchases its own shares and then either cancels them or holds them in treasury for re-issue at a later date.
According to the statement, NIPCO plans to acquire further existing ordinary shares following the termination of the off-market share buyback agreement announced on 22 October 2025, and approved by shareholders on 28 November 2025.
“NIPCO proposes to acquire further existing Ordinary Shares in the Company through a series of secondary market transactions. In connection with these proposed acquisitions, the Company intends to terminate the off-market share buyback agreement (the “Buyback Agreement”) announced on 22 October 2025 and approved by shareholders on 28 November 2025.
“Following termination of the Buyback Agreement, NIPCO proposes to acquire 118,083,927 of the 143,565,582 Ordinary Shares that were subject to the Buyback Agreement, which would increase NIPCO’s stake to approximately 25 per cent of the Company’s current issued share capital,” Savannah Energy said.
The company added that NIPCO has also indicated its intention to acquire up to an additional 1.5 per cent of Savannah’s issued share capital through further secondary market transactions with existing shareholders. If fully completed, NIPCO’s total shareholding could rise to about 26.5 per cent.
Savannah Energy noted, however, that there is no certainty that the additional acquisitions will occur and said it would update its website should NIPCO’s ownership increase further.
The proposed relationship agreement is expected to provide safeguards for Savannah Energy and its minority shareholders while ensuring the company continues to operate independently of its largest shareholder.
Under the agreement, NIPCO is expected to undertake to support board-recommended governance resolutions, confirm that it has no right to board representation, and agree not to pursue a hostile takeover of the company, subject to limited exceptions.
“The Relationship Agreement is expected to provide a number of important protections for the Company and its minority shareholders and to ensure that the Company is always able to carry on its business independently of NIPCO,” the company stated.
Savannah Energy said the agreement would also include orderly market disposal obligations governing any future sale of NIPCO’s shares, covering both on-market and off-market transactions.
The relationship agreement is expected to remain in force for as long as NIPCO and its affiliates hold at least 12.5 per cent of Savannah’s issued share capital and is expected to be concluded shortly following regulatory consultation.
In explaining the decision to terminate the buyback programme, the board said it would preserve about £10.05 million in cash that would otherwise have been used to repurchase shares.
“The proposed termination of the Buyback Agreement would preserve approximately £10.05m of the Company’s cash resources, enhancing financial flexibility while retaining the Company’s ability to return capital to shareholders through board-approved on-market share buybacks,” the statement said.
The company also disclosed that its Chief Executive Officer, Andrew Knott, plans to acquire the remaining 25,481,655 ordinary shares that were subject to the buyback agreement but not being acquired by NIPCO. This would increase his total holding to about 13.8 per cent of the company’s issued share capital.
The board described the CEO’s planned investment as “a further demonstration of senior management’s confidence in the company’s strategy and prospects” and said it would enhance alignment with shareholders.
Savannah Energy noted that the arrangements relating to the termination of the buyback agreement and entry into the relationship agreement constitute related party transactions under the AIM Rules for Companies.
The company said its independent directors, after consulting with its nominated adviser, Strand Hanson Limited, consider the terms of the arrangements to be “fair and reasonable insofar as shareholders are concerned.”
