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At separate special meetings held on 29 May 2025, the shareholders of both ENL and Rogers have voted in favour of the proposed restructuring and reorganisation of the groups, with majorities of 100% and 97.8% respectively. The next and last milestone for this Scheme to become effective is its official sanction by the Supreme Court, expected in June 2025.
The approval this week by the Shareholders of the ENL and Rogers Groups is a decisive vote for both groups as it marks a significant step towards the coming into effect of the restructuring and reorganisation of both entities. If implemented, the Scheme will result into a simplified group structure, with more agile and efficient decision-making, bolder ambitions, including regional expansion, and intra-group synergies.
In November 2024, the Boards of ENL and Rogers initiated an assessment of a potential restructuring of both groups. EY was appointed to lead the transactional aspects, together with ENSafrica (Mauritius) as legal advisor and PwC as independent external valuer. Based on their findings, which confirmed the benefits of the proposed restructuring, the two Boards decided to proceed with the proposed Scheme in April 2025, following which both the Supreme Court of Mauritius and the Listing Executive Committee of the Stock Exchange of Mauritius provided their clearance for the holding of the special meetings of shareholders.
At the separate meetings held on 29 May, the required majority approval was secured from both ENL and Rogers shareholders.
In a joint statement, Gilbert Espitalier-Noël and Philippe Espitalier-Noël, respectively CEOs of ENL and Rogers, shared: “We are encouraged by the strong backing of our respective set of shareholders, who have recognised the compelling value proposition this strategic restructuring presents. We are convinced that a more agile and unified group structure, supported by a strong strategic plan, will drive sustained high performance. This transformation aligns with our broader ambition to create shareholder value by leading responsibly, combining strengths, expanding horizons, and contributing to shaping the future of Mauritius."
The Scheme remains now subject to the final sanction by the Supreme Court of Mauritius. If implemented it will see the creation of two distinct listed entities:
NewENLRogers, a leading operations-focused group and ENL post-Scheme, an asset-backed entity. NewENLRogers will regroup all operations and related investments currently under ENL and Rogers, while ENL post-Scheme will consist of 13,300 arpents of agricultural land and a 25% stake in Société Helicophanta.
Upon completion of the Scheme, NewENLRogers and ENL post-Scheme will be renamed and rebranded to build on the strong legacy and brand equity of the ENL and Rogers Groups.
