Oando to become private firm as core investor offers buyout of minority shareholders

Oando Plc says it has received an offer from Ocean and Oil Development Partners Limited (OODP), an investment company, to acquire the shares of all minority shareholders.

In a statement on Thursday, signed by Ayotola Jagun, chief compliance officer/company secretary, Oando said if the conditions of the transaction with OODP, its core investor, are satisfied, the company will become a private company.

Oando was listed on the Nigerian Stock Exchange — now Nigerian Exchange Limited (NGX) — in February 1992, as a public company.

If the offer is completed, the oil firm will be subsequently delisted from NGX and Johannesburg Stock Exchange (JSE) and re-registered as a private company, according to the statement.

The organisation said the transaction will be executed through a scheme of arrangement, in accordance with section 715 of the Companies and Allied Matters Act (CAMA) 2020, and other applicable laws.

Oando said OODP is proposing to acquire the minority shares at N7.07 per share.

“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 (scheme consideration),” the statement reads.

“The proposed scheme consideration represents a 58 percent premium to the last traded share price of Oando on 28 March 2023, being the day prior to the date of submission of the scheme application to the Securities and Exchange Commission (SEC).”

Oando said it has applied to the Securities and Exchange Commission (SEC) for a “no objection” to the transaction, adding that it will seek approval of shareholders at a court-ordered meeting.

“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 organisation said.

“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.”