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OANDO PLC - Oando Announces Outcome of Petition Filed by Minority Shareholders

2022/06/23 08:10:00

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                    Oando  Announces Outcome of Petition Filed by Minority Shareholders

 Oando PLC
 (Incorporated in Nigeria and registered as an external
 company in South Africa)
 Registration number: RC 6474
 (External company registration number 2005/038824/10)       
 Share Code on the JSE Limited: OAO
 Share Code on the Nigerian Stock Exchange: UNTP
 ISIN: NGOANDO00002
 (“Oando” or the “Company”)

Oando PLC Announces Outcome of Petition Filed by Minority Shareholders

Lagos, Nigeria – Oando PLC (referred to as “Oando” or the “Company”), Nigeria’s leading indigenous
energy group listed on both the Nigerian and Johannesburg Stock Exchange, today announced the
outcome of a court ruling following a petition filed on 25th March 2021 at the Federal High Court, Lagos by
fourteen (14) shareholders of Oando holding a total of 299,257,869 shares.

The Petition was filed for and on behalf of Oando’s minority shareholders led by Venus Construction
Company Limited and is brought pursuant to sections 353, 354 and 355 of the Companies and Allied
Matters Act 2020 (“CAMA”). Ocean and Oil Development Partners Limited (“OODP”) and Oando are listed
as 1st and 2nd Respondents respectively (together, the” Respondents”).

The Petitioners requested that the Court order the buyout of their entire shareholding either by OODP or
Oando, as the Petitioners believe that this would be in their best interest as well as that of the Company.

In its response to the Petition, OODP enumerated its position on the statements made in the Petition and
also filed a cross petition, stating its willingness to buy out all the minority shareholders of Oando via a
court-ordered Scheme of Arrangement (pursuant to Section 715 of the Companies and Allied Matters Act
2020) to be approved by Oando’s shareholders at a general meeting.
In its ruling, the Court made the following order in respect of the Petition:
An order directing Oando to carry out a Scheme of Arrangement in accordance with the provisions of the
Companies and Allied Matters Act 2020 to consider OODP’s proposal to buy out the shares of all the
minority shareholders in Oando.
The Court further granted the following orders in respect of the Cross Petition filed by OODP:
An order that Oando shall prepare within 30 days a 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 Nigerian Exchange Limited (NGX) as may be necessary.
An order directing Oando PLC to convene within 120 days a meeting of the holders of its fully paid ordinary
shares or their duly authorised proxies/personal representatives (where it becomes impracticable for any
of the holders to attend or vote at a meeting) to consider, and if thought appropriate, approve (with or without
modifications) a proposed Scheme of Arrangement by OODP Nigeria for the purchase of all the minority
shareholders' shares in Oando PLC.
An order permitting Oando to give notice of the meeting to be so convened to its shareholders by publication
in two national dailies and deeming such service as sufficient service of notice of meeting.
An order directing that the meeting so convened be held and conducted in the manner that General
Meetings of Oando Plc are normally convened and conducted in accordance with the provisions of Oando's
articles of association and Companies and Allied Matters Act 2020 save that the Chairman of Oando’s
Board of Directors, be appointed Chairman of the meeting referred to in paragraph 2(b) above or, failing
him, Mr. Ademola Akinrele, Director of the First Respondent, or failing them both, any other director so
appointed in their stead by the shareholders present at the meeting shall act as Chairman; and
An order directing that, if at the Court Ordered Meeting of the First Respondent, the Scheme is approved
by a majority representing not less than three-quarters (3/4) in value of the shares held by the members
being present and voting either in person or by proxy, the reports of the Court-Ordered meetings be
presented to the Court within 30 days, for an Order of this Honourable Court to sanction the Scheme.
Against this backdrop and within the next 30 days, the Company shall develop for submission to the NGX
and SEC, a Scheme Document for OODP’s purchase of all the Company’s minority shareholders.

Today, OODP has a shareholding of 57.37% in Oando PLC and the above-mentioned minority
shareholders 42.63% shareholding. This action precipitated by the petition from certain Oando minority
shareholders, if approved by all the minority shareholders at the court-ordered meeting will result in a
voluntary delisting of the Company’s shareholding on the NGX in accordance with its guidelines for delisting
of securities .
For further information, please contact:

 Ayotola Jagun                                         Alero Balogun
 Company Secretary                                     Head Corporate Communications
 The Wings Office Complex                              The Wings Office Complex
 17a Ozumba Mbadiwe Avenue                             17a Ozumba Mbadiwe Avenue
 Victoria Island,                                      Victoria Island,
 Lagos, Nigeria.                                       Lagos, Nigeria.
 Tel: +234 (1) 270400, Ext 6159                        Tel: +234 (1) 270400, Ext 6761
 ajagun@oandoplc.com                                   albalogun@oandoplc.com

For Oando PLC
Chief Compliance Officer & Company Secretary

Lagos
23 June 2022
JSE Sponsor to Oando
Questco Advisory Services
Date: 23-06-2022 08:10:00
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