Oando’s Majority Shareholder Plans Takeover, Dual Delisting
Oando Group
Oando said its majority shareholder, Ocean and Oil Development Partners, is offering to acquire the stakes of all minority shareholders as it plans to delist the company from the South African and Nigerian Exchanges., according to a regulator filling release today.
Each scheme shareholder will receive NGN7.07 or its equivalent in South African rands, the company told the Nigerian Exchange, adding that it has not obtained any objection from the Securities Exchange Commission.
It stated further that the proposed scheme price reflects a 58% premium to Tuesday’s closing price. Then, the energy company will be re-registered as a private company.
Oando PLC Scheme of Arrangement
Oando told the Nigerian Exchange Limited and Johannesburg Stock Exchange Limited that it has received an offer from its core shareholder – Ocean and Oil Development Partners Limited – to acquire the shares of all minority shareholders in Oando.
According to management, the Company will subsequently be delisted from NGX and JSE and re-registered as a private company.
The transaction will be executed through a Scheme of Arrangement, in accordance with Section 715 of the Companies and Allied Matters Act, 2020 (as amended), and other applicable laws, rules, and regulations.
Under the Scheme, each Scheme Shareholder shall be entitled to receive the sum of N7.07 in cash or its equivalent in South African Rand (ZAR) for every ordinary share held by the qualified Scheme Shareholders at the Effective Date of the Scheme.
The proposed Scheme Consideration represents a 58% premium to the last traded share price of Oando on 28 March 2023, the day prior to the date of submission of the Scheme application to the Securities and Exchange Commission.
Consequently, management confirms that Oando has applied for the SEC’s ‘No Objection’ to the Scheme, saying the effectiveness of the Scheme is subject to the approval of the shareholders of Oando at the Court-Ordered Meeting of the Company, as well as the sanction of the Federal High Court.
The terms and conditions of the transaction will be provided in the scheme document which will be dispatched to all shareholders following the receipt of an order from the Federal High Court to convene a Court-Ordered Meeting.
If the conditions of the transaction are satisfied, and it is sanctioned by the Federal High Court, Oando Plc will be delisted from NGX and JSE and re-registered as a private company.
