Savannah to Strengthen Shareholder Ties with NIPCO Under New Agreement, Ends Buyback Program
Savannah Energy PLC, a UK-based independent energy firm committed to delivering impactful projects across Africa, has announced its plan to enter into a relationship agreement (the “Relationship Agreement”) with its major shareholder, NIPCO Plc (“NIPCO”), a diversified Nigerian energy conglomerate. This move aligns with NIPCO’s intention to increase its ownership stake in Savannah.
According to the announcement, NIPCO intends to acquire additional existing Ordinary Shares through a series of secondary market transactions. As part of this process, Savannah plans to terminate the off-market share buyback agreement (the “Buyback Agreement”) initially announced on 22 October 2025 and approved by shareholders on 28 November 2025.
Upon termination of the Buyback Agreement, NIPCO aims to acquire 118,083,927 of the 143,565,582 Ordinary Shares that were previously subject to the buyback, increasing its ownership to approximately 25% of Savannah’s current issued share capital.
Furthermore, NIPCO has expressed its intention to purchase up to an additional roughly 1.5% of the company’s current issued share capital through secondary market transactions with other existing shareholders. Should these acquisitions be completed in full, NIPCO’s total ownership could rise to approximately 26.5%. However, there is no certainty that these additional purchases will happen, and the company will update the market if they do.
The proposed Relationship Agreement is designed to offer key protections for Savannah and its minority shareholders, ensuring the company maintains its operational independence from NIPCO.
Highlights of the agreement include: (i) commitments from NIPCO to vote in support of Board-recommended shareholder resolutions; (ii) confirmation that NIPCO will not seek board representation; (iii) a pledge from NIPCO not to pursue hostile takeovers, with some exceptions; and (iv) obligations for orderly market sales of NIPCO’s shares, including a period during off-market transactions to allow the company to seek alternative buyers.
The agreement is expected to remain in effect as long as NIPCO and its affiliates hold 12.5% or more of Savannah’s issued share capital. Following regulatory consultations, the agreement is anticipated to be finalized, with NIPCO likely to agree to any necessary amendments.
The Board, after consulting external advisors, concluded that entering into the Relationship Agreement and terminating the Buyback Agreement would be strategically advantageous. They believe this move will provide critical protections for minority shareholders, reinforce operational independence, and conserve approximately £10.05 million in cash—funds that would otherwise be used for the buyback—thereby enhancing financial flexibility while still enabling the company to conduct future share buybacks.
Additionally, Savannah’s CEO, Andrew Knott, plans to acquire the remaining 25,481,655 Ordinary Shares previously covered by the Buyback Agreement that NIPCO is not acquiring. This will increase his total holdings to approximately 13.8% of the issued share capital, demonstrating his confidence in the company’s prospects. The purchase will be made through a wholly owned investment vehicle, further aligning management interests with those of shareholders.
The arrangements to terminate the Buyback Agreement and enter into the Relationship Agreement, along with the share acquisitions by NIPCO and Andrew Knott, are classified as related party transactions under AIM Rules.
The company’s independent directors, excluding Andrew Knott, have reviewed these arrangements with Strand Hanson Limited, Savannah’s nominated adviser, and consider the terms to be fair and reasonable for shareholders.