Ocean and Oil Development Partners Limited (OODP), has said it will acquire the minority shares of Oando Plc for over N2.1bn.
With the decision, Oando which is listed on the Nigerian Exchange Ltd and the Johannesburg Stock Exchange said it will delist and go private.
In 2021 fourteen minority shareholders of Oando led by Venus Construction Company Limited asked the Federal High Court sitting in Lagos to compel Ocean and Oil Development Partners Limited (OODP) or Oando to acquire 299,257,869 shares belonging to them.
OODP did not challenge the shareholders but “filed an Answer and a Cross Petition dated 15th March 2022 stating that it is willing and ready to buy out the minority shareholders via a members’ scheme of arrangement.”
But the share acquisition has been delayed over non-preparation of the Scheme Document for the purchase of all the Minority Shareholders’ shares in Oando Plc for submission to the Securities and Exchange Commission (SEC) and/or the NGX as may be necessary.
OODP has also failed to meet the deadline set by the court for the document as it sought for an extension.
In a fresh move, OODP said on Thursday that it will acquire 299,257,869 shares at N7.07.
Oando said “it has received an offer from its core shareholder – Ocean and Oil Development Partners Limited (“OODP”) – to acquire the shares of all minority shareholders in Oando (“Scheme Shareholders”). The Company will subsequently be delisted from NGX and JSE and re-registered as a private company (the “Transaction”).
“It is intended that 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.”
Oando said the proposed Scheme Consideration represents a 58 per cent premium to the last traded share price of Oando on 28 March 2023, which is the day prior to the date of submission of the Scheme application to the Securities and Exchange Commission.
“Consequently, we confirm that Oando has applied for the SEC’s ‘No Objection’ to the Scheme. Please note that 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 same is sanctioned by the Federal High Court, the Company will be delisted from NGX and JSE and re-registered as a private company.”
Oando further warned shareholders to “exercise caution when dealing in the shares of Oando until a further announcement is made.”
Source: The Whistler
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