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Oao - Oando Plc - Additional Information In Respect Of The Acquisition, And

Release Date: 22/06/2007 16:30:03      Code(s): OAO
OAO - Oando Plc - Additional information in respect of the Acquisition, and     
Withdrawal of Cautionary                                                        
Oando Plc                                                                       
(Incorporated in Nigeria                                                        
and registered as an external company in South Africa)                          
Registration number RC6474                                                      
(External company registration number 2005/038824/10)                           
Share code on the JSE Limited: OAO                                              
Share code on the Nigerian Stock Exchange: UNTP                                 
ISIN: NG00000UNTP0                                                              
("Oando" or "the Company")                                                      
ADDITIONAL INFORMATION AS REQUIRED BY THE JSE LIMITED IN RESPECT OF THE         
ACQUISITION BY OANDO OF MINORITY INTERESTS IN CERTAIN SUBSIDIARIES AND          
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT                                           
1. Introduction                                                                 
On 6 June 2007 Oando published an announcement containing the salient terms of  
proposals in terms of which the Company would:                                  
acquire the interests of Ocean and Oil Investments Limited ("OOI"), Oando`s     
major shareholder, in certain jointly held subsidiaries; and                    
acquire the interests of certain minority shareholders in Gaslink Nigeria       
Limited ("Gaslink") ("the transaction").                                        
The scheme documentation relating to the transaction was posted to shareholders 
on 7 June 2007.                                                                 
In the terms announcement shareholders were advised that the scheme             
documentation had not been approved by the JSE Limited ("JSE") prior to         
distribution. Shareholders were further advised of various JSE rulings. In      
accordance with these rulings, this announcement sets out further information on
Oando and the transaction required by the JSE.                                  
2. Additional information relating to Oando                                     
2.1 Directors` interests                                                        
Directors` interests in securities                                              
The holdings of ordinary shares by the directors of Oando at 31 December 2006,  
being the end of Oando`s immediately preceding financial year, are set out in   
the table below:                                                                
                              Direct                      Indirect              
Non-                          Non-      
Director            Beneficial     beneficial     Beneficial     beneficial     
Maj. Gen. Magoro*            -              -              -              -     
J A Tinubu*                  -              -              -              -     
G O Boyo*                    -              -              -              -     
A Akinrele              32 170              -              -              -     
Prince F N Atako        46 001              -              -              -     
O A Gbadebo              1 025              -              -              -     
V Oboden Ibru          126 141              -              -              -     
H Mahmud                 6 956              -              -              -     
O P Okoloko*                 -              -              -              -     
I Osakwe                61 931              -              -              -     
O Osifo*                     -              -              -              -     
                                                                Percentage      
                                                                 of issued      
                                                                     share      
Director                                               Total        capital     
Maj. Gen. Magoro*                                          -              -     
J A Tinubu*                                                -              -     
G O Boyo*                                                  -              -     
A Akinrele                                            32 170           0.01     
Prince F N Atako                                      46 001           0.01     
O A Gbadebo                                            1 025           0.00     
V Oboden Ibru                                        126 141           0.02     
H Mahmud                                               6 956           0.00     
O P Okoloko*                                               -              -     
I Osakwe                                              61 931           0.01     
O Osifo*                                                   -              -     
*Maj. Gen Magoro (rtd), OFR, Mr. J. A. Tinubu, Mr. O. Boyo, Mr. O. P. Okoloko   
and Mr. O. Osifo are directors representing OOI.                                
There have been no changes in the above shareholdings between 31 December 2006  
and the date of this announcement.                                              
Directors` interests in transactions                                            
Avante Capital Partners Limited ("Avante Capital")                              
Avante Capital is an investment advisory firm based in Lagos, Nigeria. Oando`s  
directors who are also directors of Avante Capital are Mr. Wale Tinubu, Mr. Jite
Okoloko, Mr. Mofe Boyo and Mr. Osaze Osifo. Details of Oando`s transactions with
Avante Capital that were effected in the current or immediately preceding       
financial year are outlined in the table below:                                 
Date                          Transaction details                   Amount (N)  
01/01/2006 - 31/12/2006       Retainership Fees for advising                    
                             Oando Energy                                       
                             Services on corporate                              
                             acquisition activities             11 000 000.02   
07/07/2006                    Fees for financial advisory                       
                             services provided                  16 578 947.36   
                             for the restructuring of the                       
                             Oando Group                                        
13/07/2006                    Fees for financial advisory                       
                             services provided                   4 973 684.22   
                             to Oando Energy Services                           
08/11/2006                    Fees for financial advisory                       
services to                         6 212 115.00   
                             Oando Petroleum Development                        
                             Company                                            
29/01/2007                    Fees for financial advisory                       
services provided                  10 000 000.00   
                             to Oando                                           
22/02/2007                    Fees for advising Oando on its                    
                             bid to increase   5 000 000.00                     
stake in Gaslink                                   
22/02/2007                    Fees for advising Oando on its                    
                             bid to acquire                     10 000 000.00   
                             a controlling stake in the                         
Port Harcourt                                      
                             Refining Company                                   
TOTAL                                                            63 764 746.60  
F. O. Akinrele & Co.                                                            
F. O. Akinrele & Co. is a law firm based in Lagos, Nigeria. Mr. Ademola Akinrele
is a partner at F. O. Akinrele and a director of Oando. Details of Oando`s      
transaction with F.O. Akinrele & Co. are outlined in the table below:           
Date                          Transaction details                    Amount (N) 
09/06/2006                    Professional fees for                             
                             advising on litigation              4 610 000.00   
18/02/2007                    Legal fees for professional                       
                             advisory services                     262 500.00   
03/04/2007                    Legal fees for professional                       
                             advisory services                     200 000.00   
13/04/2007                    Legal fees for advisory services      200 000.00  
27/04/2007                    Travel expenses re-imbursement        255 810.00  
TOTAL                                                             5 528 310.00  
Oceanic Bank International Plc ("Oceanic Bank")                                 
Oceanic Bank is one of Nigeria`s leading financial institutions. Mr. Valentine  
Oboden Ibru is a director of Oceanic Bank as well as of Oando. Oando has the    
following transactions with Oceanic Bank:                                       
On 1 January 2006, Oando obtained an overdraft facility line of N500 000 000.00 
at 15% per annum from Oceanic Bank to augment working capital. There is no      
collateral on the facility and as at 31 December 2006 N2 080 156 849.00 credit  
was the balance outstanding on the account. In addition, Oando has an import    
financing facility of $27 111 651.70 running around the same time; and          
as at 31 December 2006 Oando had a fixed deposit of N653 000 000.00 at 15% per  
annum with Oceanic Bank.                                                        
Ocean and Oil Holdings (Nigeria) Limited ("OOH")                                
OOH is a diversified principal investment holding company with an indirect      
controlling stake in Oando held through OOI. Oando`s directors who are also     
directors of OOH are Mr. Wale Tinubu, Mr. Jite Okoloko, Mr. Mofe Boyo and Mr.   
Osaze Osifo. Details of Oando`s transactions with OOH are outlined in the table 
below:                                                                          
Date                            Transaction details                 Amount (N)  
01/01/2006 - 31/12/2006         Technical services and                          
management fees                 344 531 647.08   
21/02/2006                      Book value of vehicle                           
                               allocated to a                    3 884 306.16   
                               transferred staff                                
29/12/2006                      Travel expenses incurred                        
                               for services                        933 780.00   
                               rendered                                         
Total                                                           349 349 733.24  
2.2 Directors` emoluments                                                       
Details of the emoluments of each director of Oando during the financial year   
ended 31 December 2006 are shown in the table below:                            
                                 Directors`        Executive       Sitting      
fees        compensation     allowance      
Director                            (US$)              (US$)         (US$)      
Maj. Gen. Magoro                   4 669.26                 -      1 750.97     
J A Tinubu                            -           439 190.66      2 334.63      
G O Boyo                              -           297 431.91      1 556.42      
O Osifo                            5 214.01                 -      1 556.42     
V Oboden Ibru                      5 214.01                 -      1 556.42     
Prince F N Atako                   5 214.01                 -      1 556.42     
O P Okoloko                        5 214.01                 -      1 556.42     
I Osakwe                           5 214.01                 -        778.21     
H Mahmud                           5 214.01                 -      1 556.42     
A Akinrele                         5 214.01                 -        778.21     
O A Gbadebo                        3 910.51                 -        778.21     
Total (US$)                       45 077.82       736 622.57     15 758.75      
                                               Travel and                       
                                                Estacode*            Total      
Director                                             (US$)            (US$)     
Maj. Gen. Magoro                                 26 909.42        33 329.65     
J A Tinubu                                       26 909.42       468 434.71     
G O Boyo                                         23 096.19       322 084.51     
O Osifo                                          23 096.19        29 886.61     
V Oboden Ibru                                    23 096.19        29 886.61     
Prince F N Atako                                 23 096.19        29 886.61     
O P Okoloko                                      23 096.19        29 886.61     
I Osakwe                                         23 096.19        29 088.40     
H Mahmud                                         23 096.19        29 886.61     
A Akinrele                                       23 096.19        29 088.40     
O A Gbadebo                                      23 096.19        27 784.90     
Total (US$)                                     261 684.51     1 059 143.66     
*Travel allowance                                                               
There will be no variation in the remuneration receivable by any of the         
directors of Oando as a consequence of the transaction.                         
2.3 Directors` service contracts                                                
Directors are appointed by either a resolution of the board (to fill casual     
vacancies) or elected at the annual general meeting of the Company, a letter of 
appointment is usually written to the new director evidencing such appointment. 
2.4 Material changes                                                            
There have been no material changes in the financial or trading position of     
Oando and its affiliates and subsidiaries between the 31 December 2006, being   
the end of Oando`s immediately preceding financial year, and the date of the    
scheme document, save in respect of this transaction. Oando published unaudited 
results for the quarter ended 31 March 2007 on 17 May 2007.                     
2.5 Material contracts                                                          
The following material contracts have been entered into by the Oando group:     
a Technical Services Agreement dated 1 August 2002 between OOH and Oando under  
which OOH provides technical know how, marketing and consultancy services to    
Oando for a fee of 4% of the Company`s net profit before tax ("NPBT") (where    
NPBT is under N2 billion) and 5% of the Company`s NPBT (where NPBT is over N2   
billion);                                                                       
a Management Services Agreement dated 1 August 2002 between OOH and Oando under 
which OOH provides general organisational, management expertise, strategic      
planning and consultancy services to Oando for a fee of 3% of the Company`s NPBT
(where NPBT is under N2 billion) and 4% of the Company`s NPBT (where NPBT is    
over N2 billion);                                                               
an agreement between OOH and Oando for the transfer of the Power Business and   
Assets of OOH; and                                                              
a contract between Oando and Ocean and Oil Services for the assignment of       
Facilities and Services and Construction of Onne Tank Farm.                     
No other material contracts, other than in the ordinary course of business, were
entered into within the two years preceding the date of the scheme document or  
before that date and which remain outstanding in any respect.                   
3. Additional information relating to the transaction                           
3.1 Transfer of assets acquired                                                 
Ownership of the assets the subject of the transaction will pass to Oando on    
implementation of the scheme of arrangement.                                    
3.2 Financial effects                                                           
Set out below is the unaudited pro forma financial information and effects of   
the transaction. The unaudited pro forma financial information and effects are  
the responsibility of the Oando directors and have been prepared for            
illustrative purposes only to provide information about how the transaction may 
have affected the reported historical financial position of Oando. Due to their 
nature, the unaudited pro forma financial information and effects may not be a  
fair reflection of Oando`s financial position after the transaction nor of      
Oando`s future earnings.                                                        
Balance Sheet                                                                   
As at 31 December 2006                                                          
Acquisition of     Acquisition of      
                                                  Oando              Oando      
                          Before the        Exploration       Production &      
US$                       transaction       & Production        Development     
Non-current assets                                                              
Property, plant and                                                             
equipment                     117 771                                           
Intangible assets             113 094          16 080.25          26 150.52     
Long -term investments            256                                           
Long -term receivable          38 281                                           
Current assets                                                                  
Inventories                   119 835                                           
Trade debtors                 150 738                                           
Debtors and prepayments       134 950                                           
Loan receivable                     -                                           
Bank and cash balance          60 121                                           
465 645                                            
Current liabilities                                                             
Creditors and accruals      (192 161)                                           
Dividend payable                    -                                           
Tax payable                   (7 342)                                           
Borrowings                  (316 629)                                           
                           (516 132)                                            
Net current                                                                     
(liabilities)/assets         (50 488)                                           
Non-current liabilities                                                         
Borrowings                    (9 996)                                           
Other non-current                                                               
liabilities                         -                                           
Deferred taxation            (18 557)                                           
Retirement benefit                                                              
obligation                    (3 373)                                           
Provisions                    (2 939)                                           
                            (34 866)                                            
Net assets                    184 048                                           
Shareholders` equity                                                            
Share capital                 (2 162)           (102.94)           (167.34)     
Shar e premium account      (120 742)        (15 996.68)        (26 004.01)     
Revaluation reserve          (18 475)                                           
Exchange difference                 -                                           
Retained earnings            (28 025)                                           
                           (169 404)                                            
Minority interest            (14 645)              19.37              30.83     
Total equity                (184 049)                                           
Acquisition of     Acquisition of                         
                               Oando              Oando     Acquisition of      
                              Energy           Supply &              Oando      
US$                          Services            Trading            Trading     
Non-current assets                                                              
Property, plant and                                                             
equipment                                                                       
Intangible assets            3 990.40           5 484.76          19 440.94     
Long -term investments                                                          
Long -term receivable                                                           
Current assets                                                                  
Inventories                                                                     
Trade debtors                                                                   
Debtors and prepayments                                                         
Loan receivable                                                                 
Bank and cash balance                                                           
Current liabilities                                                             
Creditors and accruals                                                          
Dividend payable                                                                
Tax payable                                                                     
Borrowings                                                                      
Net current                                                                     
(liabilities)/assets                                                            
Non-current liabilities                                                         
Borrowings                                                                      
Other non-current                                                               
liabilities                                                                     
Deferred taxation                                                               
Retirement benefit                                                              
obligation                                                                      
Provisions                                                                      
Net assets                                                                      
Shareholders` equity                                                            
Share capital                 (27.70)            (36.02)           (133.11)     
Shar e premium account     (4 303.90)         (5 598.09)        (20 685.68)     
Revaluation reserve                                                             
Exchange difference                                                             
Retained earnings                                                               
Minority interest              341.20             149.35           1 377.86     
Total equity                                                                    
Acquisition of       After the                   
US$                                    Gaslink     transaction     % change     
Non-current assets                                                              
Property, plant and equipment                          117 771                  
Intangible assets                    27 576.14         211 807        87.28     
Long -term investments                                     256                  
Long -term receivable                                   38 281                  
Current assets                                                                  
Inventories                                            119 835                  
Trade debtors                                          150 738                  
Debtors and prepayments                                134 950                  
Loan receivable                                              -                  
Bank and cash balance                                   60 121                  
                                                      465 645                   
Current liabilities                                                             
Creditors and accruals                               (192 161)                  
Dividend payable                                             -                  
Tax payable                                            (7 342)                  
Borrowings                                           (316 629)                  
                                                    (516 132)                   
Net current (liabilities)/assets                      (50 488)                  
Non-current liabilities                                                         
Borrowings                                             (9 996)                  
Other non-current liabilities                                -                  
Deferred taxation                                     (18 557)                  
Retirement benefit obligation                          (3 373)                  
Provisions                                             (2 939)                  
                                                     (34 866)                   
Net assets                                             283 193        53.63     
Shareholders` equity                                                            
Share capital                         (251.35)         (2 881)        33.23     
Shar e premium account             (39 059.84)       (232 390)        92.47     
Revaluation reserve                                   (18 475)                  
Exchange difference                                          -                  
Retained earnings                                     (28 025)                  
                                                    (281 771)        66.33      
Minority interest                    11 735.06           (991)      (93.23)     
Total equity                                         (282 762)        53.63     
Income Statement                                                                
For the period ended 31 December 2006                                           
Acquisition of     Acquisition of      
                                                  Oando              Oando      
                          Before the        Exploration       Production &      
US$                       transaction       & Production        Development     
Turnover                    1 647 840                                           
Cost of sales             (1 507 512)                                           
Gross profit                  140 328                                           
Selling and marketing                                                           
costs                        (42 514)                                           
Administrative expenses      (50 572)                                           
Interest received                   -                                           
Other operating income          9 565                                           
Operating profit               56 807                                           
Interest payable and                                                            
similar charges              (20 946)                                           
Amortisation of goodwill            -                                           
35 861                                            
Exceptional item                    -                                           
Profit before taxation         35 861                                           
Taxation                     (13 839)                                           
Profit after taxation          22 022                                           
Minority interest               2 755                                           
Attributable to equity                                                          
holders                        19 267                                           
Earnings per share               0.03                                           
Average number of shares      547 000                                           
Weighted average number                                                         
of shares                     547 000                                           
Earnings                       19 267                                           
Earnings per share               0.04                                           
Headlines earnings             19 267                                           
Headlines earnings per                                                          
share                            0.04                                           
Diluted earnings per share       0.04                                           
Net asset value               184 049                                           
Net tangible asset value       70 955                                           
Net asset value per share        0.34                                           
Net tangible asset value                                                        
per share                        0.13                                           
                      Acquisition of     Acquisition of                         
Oando              Oando     Acquisition of      
                              Energy           Supply &              Oando      
US$                          services            Trading            Trading     
Turnover                                                                        
Cost of sales                                                                   
Gross profit                                                                    
Selling and marketing                                                           
costs                                                                           
Administrative expenses                                                         
Interest received                                                               
Other operating income                                                          
Operating profit                                                                
Interest payable and                                                            
similar charges                                                                 
Amortisation of                                                                 
goodwill                                                                        
Exceptional item                                                                
Profit before taxation                                                          
Taxation                                                                        
Profit after taxation                                                           
Minority interest            (257.81)           (136.32)           (761.92)     
Attributable to equity                                                          
holders                        257.81             135.32             761.92     
Earnings per share                                                              
Average number of                                                               
shares                                                                          
Weighted average                                                                
number of shares                                                                
Earnings                                                                        
Earnings per share                                                              
Headlines earnings                                                              
Headlines earnings per                                                          
share                                                                           
Diluted earnings per                                                            
share                                                                           
Net asset value                                                                 
Net tangible asset                                                              
value                                                                           
Net asset value per                                                             
share                                                                           
Net tangible asset                                                              
value per share                                                                 
                               Acquisition of       After the                   
US$                                    Gaslink     transaction     % change     
Turnover                                             1 647 840                  
Cost of sales                                      (1 507 512)                  
Gross profit                                           140 328                  
Selling and marketing costs                           (42 514)                  
Administrative expenses                               (50 572)                  
Interest received                                            -                  
Other operating income                                   9 565                  
Operating profit                                        56 807                  
Interest payable and similar                                                    
charges                                               (20 946)                  
Amortisation of goodwill                                     -                  
                                                       35 861                   
Exceptional item                                             -                  
Profit before taxation                                       -                  
Taxation                                              (13 839)                  
Profit after taxation                                   22 022                  
Minority interest                   (1 358.59)             241      (91.25)     
Attributable to equity holders        1 358.59          21 781        13.05     
Earnings per share                                        0.03                  
Average number of shares                              754 070        37.86      
Weighted average number of                                                      
shares                                                 754 070        37.86     
Earnings                                                21 781        13.05     
Earnings per share                                        0.03      (25.00)     
Headlines earnings                                      21 781        13.05     
Headlines earnings per share                              0.03      (25.00)     
Diluted earnings per share                                0.03      (25.00)     
Net asset value                                        282 762        53.87     
Net tangible asset value                                70 955                  
Net asset value per share                                 0.37        11.76     
Net tangible asset value per                                                    
share                                                     0.09      (30.77)     
Notes:                                                                          
1. The unaudited consolidated pro forma financial information of Oando has been 
prepared in order to show the effects of the transaction assuming the           
transaction took place on 1 January 2006 for purposes of the income statement   
and on 31 December 2006 for purposes of the balance sheet. This information is  
provided for illustrative purposes only and may not give a true picture of the  
financial position of Oando because of the nature of the pro forma information. 
2. The pro forma consolidated income statement and balance sheet have been      
compiled as follows:                                                            
The historical audited consolidated income statement of Oando for the year      
ended 31 December 2006 and the historical consolidated balance sheet at 31      
December 2006, each prepared in accordance with International Financial         
Reporting Standards;                                                            
The audited consolidated financial statements for the year ended 31 December    
2006 included each of the businesses covered by the scheme of arrangement;      
On conclusion of the scheme of arrangement only two of the companies will still 
have minority interests, Gaslink and Oando Production and Development Company;  
None of the companies being consolidated;                                       
An estimated ZAR23 667 101 transaction costs have been taken into account;      
and                                                                             
A share price of N78.20 per Oando share.                                        
Ernst &Young has issued an independent reporting accountants` report on the pro 
forma financial information and effects in accordance with the Listings         
Requirements of the JSE.                                                        
3.3 Profit forecasts                                                            
Shareholders are advised that the forecast financial information contained in   
the scheme document has not been prepared in accordance with the Listings       
Requirements of the JSE nor has it been reviewed and reported on by the auditors
of Oando.                                                                       
3.4 Related party transactions                                                  
As OOI holds 23.66% of the issued ordinary shares in Oando and one of the twelve
transacting shareholders of Gaslink, Forte Properties and Investments Limited,  
holds 12.59% of Gaslink both parties are related parties to Oando in terms of   
the Listings Requirements of the JSE. In terms of the Listings Requirements of  
the JSE, companies are required to obtain an opinion from an independent expert 
giving an opinion on whether the terms of the proposed related party transaction
are fair and reasonable as far as the shareholders of the company are concerned.
The JSE has imposed the requirement that Oando obtain a positive fair and       
reasonable opinion as a condition precedent to the implementation of the scheme 
of arrangement.                                                                 
In terms of the Listings Requirements of the JSE:                               
OOI will be precluded from voting on the resolution pertaining to the to the    
acquisition by Oando of OOI`s stake in the jointly held subsidiaries; and       
any of the Gaslink minority shareholders who are also shareholders of Oando     
will be precluded from voting on the resolution pertaining to acquisition by    
Oando of their interests in Gaslink.                                            
3.5 Working capital statement                                                   
The directors are of the opinion that the working capital available to Oando and
its affiliates and subsidiaries is sufficient for the group`s present           
requirements, that is, for at least 12 months from the date of issue of the     
scheme document.                                                                
Oando has undertaken to comply with Schedule 25 of the Listings Requirements of 
the JSE prior to the implementation of the scheme of arrangement.               
3.6 Expenses                                                                    
The total expenses of the transaction are estimated at ZAR 24.4 million         
(excluding Value-Added Tax and other sales taxes).                              
The following expenses will be for the account of Oando and will be paid out of 
existing cash reserves:                                                         
Expense                                        Payable to                 R     
JSE documentation fees*                               JSE            39 850     
NSE fees                                              NSE         5 007 235     
SEC documentation and listing fees                    SEC           770 327     
CSCS eligibility fees                                CSCS                 -     
Printing, publication, distribution                                             
and advertising expenses                          Various         7 391 700     
Legal fees                               Banwo & Ighodalo           716 250     
Advisory fee                         FCMB Capital Markets         4 297 500     
Sponsor fee                           Deutsche Securities           750 000     
Accounting and auditing fees       PricewaterhouseCoopers           916 800     
Reporting accountant fees                   Ernst & Young             1 060     
Estimated total                                                  19 890 772     
*Excludes the JSE listing fees which will be calculated based on the share price
on the date on which the Court sanctions the scheme of arrangement.             
The table above excludes fees payable to the independent expert.                
The following expenses will be for the account of OOI and will be paid out of   
existing cash reserves:                                                         
Expense                                        Payable to                 R     
Advisory fee                          IBTC Chartered Bank         4 297 500     
Accounting and auditing fees       PricewaterhouseCoopers           223 470     
Estimated total                                                   4 520 970     
3.7 Action required in terms of the scheme meeting                              
If you are a registered holder of certificated Oando ordinary shares or hold    
dematerialised Oando ordinary shares in your own name and are unable to attend  
the scheme meeting, which is to be held at The Cultural Centre, Mary Slessor    
Avenue, Calabar, Cross River State, Nigeria at 13:00 on Thursday, 28 June 2007  
and wish to be represented thereat, you must complete and return the form of    
proxy that was distributed together with the scheme document in accordance with 
the instructions therein and lodge it with the transfer secretaries whose       
details were contained in the form of proxy to be received by them by no later  
than 24 hours before the scheme meeting.                                        
If you do not hold your dematerialised Oando ordinary shares in your own name,  
you must timeously provide your CSDP or broker with your voting instructions in 
terms of the custody agreement entered into with your CSDP or broker. If you    
wish to attend the general meeting in person, you need to request your CSDP or  
broker to provide you with the necessary authority to attend and vote your Oando
ordinary shares.                                                                
If you hold certificated Oando ordinary shares through a nominee, you should    
provide your nominee with your voting instructions in terms of the agreement    
entered into with such nominee. If you wish to attend the general meeting in    
person, you need to request your nominee to provide you with the necessary      
authority to attend and vote your Oando ordinary shares.                        
3.8 Consents                                                                    
All parties named in the scheme document consented in writing to act in the     
capacities stated and to their names being included in the scheme document.     
Where appropriate consent was given in writing for the inclusion of reports in  
the form and context in which they appeared.                                    
3.9 Responsibility statement                                                    
The directors of Oando, collectively and individually, accept full              
responsibility for the accuracy of the information given and certify that to the
best of their knowledge and belief there are no facts that have been omitted    
which would make any statement false or misleading, and that all reasonable     
enquiries to ascertain such facts have been made and that all information       
required by the Listings Requirements of the JSE has been appropriately         
disclosed in accordance with our discussions with the JSE.                      
3.10 Further announcements                                                      
Further announcements will be made when the conditions set out in paragraphs 3.4
and 3.5, including details of the opinion of the independent expert, have been  
fulfilled and announcing any changes to the expected dates relating to Court    
sanction of the scheme of arrangement and the date of listing of the additional 
Oando shares.                                                                   
3.11 Documents available for inspection                                         
Copies of the following documents will be available for inspection at the       
offices of Deutsche Securities (SA) (Proprietary) Limited, 3rd Floor, 3 Exchange
Square, 87 Maude Street, Sandton, during normal business hours until 28 June    
2007:                                                                           
the memoranda and articles of association of Oando and of its material          
 subsidiaries;                                                                  
 the audited annual financial statements of Oando for the three financial       
years ended 31 December 2006;                                                  
the independent reporting accountants` report on the pro forma financial        
 information and effects;                                                       
copies of the directors` service contracts;                                     
copies of the material contracts;                                               
copies of the consent letters; and                                              
a signed copy of the scheme document.                                           
4. Withdrawal of cautionary announcement                                        
Shareholders are advised that they are no longer required to exercise caution   
when dealing in their Oando ordinary shares.                                    
Lagos                                                                           
22 June 2007                                                                    
Sponsor                                                                         
Deutsche Securities                                                             
Member of the Deutsche Bank Group                                               
Date: 22/06/2007 16:30:01 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             .                  



                                        
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