Acquisition of Share in Pan African Airlines (Nigeria) Limited

The Proposed Transaction (or Transaction) for which the approval of the Federal Competition and Consumer Protection Commission (the Commission or FCCPC) is being sought is in respect of the acquisition by Bristow Helicopters (Nigeria) Limited (Acquirer) of 8.34% equity stake in Pan African Airlines (Nigeria) Limited (PAAN). The said 8.34% equity stake will be acquired from two (2) existing shareholders of PAAN (the Selling Shareholders) who have indicated their interest to divest their investment in PAAN.

The Acquirer is an affiliate of two other existing shareholders (the Affiliated Entities) in PAAN. The Affiliated Entities, prior to the Transaction hold a respective 49% and 1.17% in the share capital of PAAN. The acquisition of the interests of the Selling Shareholders will bring the entire equity interests of the Acquirer and the Affiliated Entities to 58.5% from 50.17%.

Therefore, the acquisition of 8.34% by the Acquirer from the Selling Shareholders will give the Acquirer and its Affiliated Entities control of PAAN. While the Transaction will put the Acquirer and the Affiliated Entities in control of PAAN further to the Transaction, the Transaction is not expected to have any impact on competition in the target industry, that is the aviation transportation industry.