By Mercy Gadia Adi
The Nigerian Senate has invited Lafarge Africa Plc over its planned divestment of the 83.81% majority shares it holds in the cement industry sparking concerns over national security, economic interests, and regulatory oversight.
This move comes after the Senate received a motion from Senator Shuaib Salisu, representing Ogun Central, regarding the alleged sale of Lafarge Africa to Chinese investors.
The Senate Committee on Capital Market, led by Senator Osita Izunaso, convened an interactive session with key regulatory agencies, including the Securities and Exchange Commission (SEC), Bureau of Public Enterprises (BPE), and the Federal Competition and Consumer Protection Commission (FCCPC). The committee seeks to understand the implications of the share transfer on Nigeria’s economic sovereignty and national security.
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At the high-level stakeholder meeting held in the National Assembly Complex Abuja, lawmakers expressed deep reservations over the ongoing transaction, and stressed the need to ensure that due process was followed in accordance with Lafarge’s memorandum and articles of association (MEMART), especially regarding the rights of minority shareholders.
Senator Osita noted, that while foreign investors are welcome, the sanctity of Nigeria’s laws and market structures must be upheld. “We are not undermining foreign investment. But 83.81% of shares moving hands without reference to internal governance and minority shareholders? That cannot be swept under the carpet,” he said.
In his submission before the committee, the Director-General of SEC, Emmanuel Agama represented by Abdulkafir Abbas, Director, Securities and Investment Services), stated that SEC had not received any formal filing regarding the proposed divestment of the majority shareholding in Lafarge Africa Plc.
Agama explained that SEC had been notified of an internal restructuring within the Holcim Group, the majority shareholder in Lafarge Africa. He said, “Holcim Group holds 83.81% of Lafarge Africa Plc’s issued share capital through the following wholly owned entities:”
“As part of the internal restructuring, the 27.77% equity stake held by Associated International Cement Limited was transferred to another Holcim-owned entity, Davis Peak Holdings Limited. There has been no change in the ultimate beneficial ownership of the shares as a result of this transaction.”
Agama further maintained that the transaction was still a “work in progress” that SEC had not received any formal filing regarding a proposed sale of Lafarge Africa Plc to Chinese and emphasized that regulatory approval had not been finalized.
In her defense, the head of mergers and Acquisition Federal Competition and Consumer Protection Commission (FCCPC) Christiana Umanah , also who also represented the Chief Executive Chairman, Tunji Bello, explained that the Commission’s mandate is strictly limited to ensuring that no merger or acquisition significantly lessens competition in the market. “The 83.81% shareholding has always been held by foreign entities. Our focus is not on ownership identity but on market dominance and consumer interest,” she stated.
However, lawmakers disagreed, insisting that the spirit of the law extends to protecting national security and economic interests. “If we cannot dig into who owns what in such a strategic sector, then we are not doing our job,” senator Maidoki retorted, demanding the identities and profiles of the foreign entities involved in the deal.
The senators Also questioned why FCCPC had granted preliminary approvals before SEC’s conclusion, calling for clarification on the hierarchy of regulatory approvals.
The Bureau of Public Enterprises (BPE), which oversaw the original privatization of Lafarge’s predecessor companies — West African Portland Cement (WAPCO), Ashaka Cement, and Calabar Cement Company — in the early 2000s, explained through its representative Satura Aisha Bello,their non-involvement in the current share transfer.
According to BPE, once government divests from a company and the mandatory five-year monitoring window expires, it has no legal right to interfere in the firm’s subsequent operations.
She further explained that Lafarge, quoted on the stock exchange, holds 83% of the total shares in the three federal government-owned cement companies that were sold to it in 2001 and 2002. She confirmed that the 16.19% share allocated to Nigerians has not been tampered with.
But that position did not sit well with several senators. Senator Pascal innsisted that BPE’s monitoring role should be continuous, given the strategic importance of companies divested by the federal government. “If the foundation you set at the point of privatization was faulty, then the entire house will collapse. Did you create a framework for gradual Nigerian ownership as the company grows?” the senator asked pointedly.
The Senate announced that it will write to the Corporate Affairs Commission (CAC) to obtain a Certified True Copy (CTC) of Lafarge’s MEMART to ascertain the legality of the share transfer. If the documents show that existing shareholders must be consulted before external transfers, the transaction may be deemed invalid unless those conditions were met.
Furthermore, the lawmakers hinted at a possible public hearing, should ongoing investigations reveal significant procedural breaches or national interest concerns. The Senate also plans to engage directly with Lafarge Africa to gain clarity on the company’s governance structure and compliance with Nigerian laws.
While the Senate reiterated its support for foreign investment, it maintained that such investments must be transparent, equitable, and guided by national economic priorities. The 83.81% share transfer, though not illegal on the surface, has triggered a broader debate about post-privatization oversight, investor accountability, and the evolving role of regulatory agencies in Nigeria’s economic landscape.