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OAO - Oando Plc - Exile Resources Inc. and Oando announce proposed

Release Date: 02/08/2011 15:00:02      Code(s): OAO
OAO  -  Oando  Plc  -  Exile  Resources Inc.  and  Oando  announce  proposed    
acquisition and financing                                                       
Oando Plc                                                                       
(Incorporated  in  Nigeria and registered as an external  company  in  South    
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: OANDO                                
ISIN: NGOANDO00002                                                              
("Oando" or "the Company" or "the Group")                                       
August   2,   2011  (Toronto,  Ontario):   Exile  Resources  Inc.  ("Exile")    
(TSXV:ERI)  and  Oando  PLC ("Oando") (NSE: OANDO and JSE:OAO),  a  Nigerian    
based  integrated  energy  group, are pleased to  announce  that  they  have    
entered into a term sheet dated July 28, 2011 providing for, subject to  the    
completion  of  satisfactory  due  diligence  by  both  parties  and   other    
conditions,  the  acquisition  (the  "Acquisition")  by  Exile  of   certain    
interests  of  Oando  in respect of Oil Mining Leases  and  Oil  Prospecting    
Licenses   (the  "Upstream  Assets")  in  exchange  for  100,000,000   post-    
consolidation common shares in the capital of Exile ("Shares").  Oando is  a    
public  limited liability company incorporated under the laws of the Federal    
Republic  of  Nigeria  ("Nigeria").  In 2010,  according  to  its  financial    
statements  for the year ended December 31, 2010 audited in accordance  with    
International Financial Reporting Standards, Oando generated total  revenues    
of  US$2.55  billion, of which US$131 million was from its  exploration  and    
production segment.                                                             
Oando`s interests in the Oil Mining Leases and Oil Prospecting Licenses  are    
held  through direct and indirect subsidiaries located in Nigeria.  The  Oil    
Mining  Leases and Oil Prospecting Licenses are a combination of  producing,    
development and appraisal and exploration assets and are in respect  of  oil    
fields  located in onshore and offshore Nigeria (including the Niger Delta),    
the  Nigeria  Sao Tome and Principe Joint Development Zone ("JDZ")  and  the    
Exclusive Economic Zone ("EEZ") of Sao Tome and Principe.                       
"We are very excited about this proposed transaction with Oando to build the    
leading  indigenous upstream oil and gas company in Africa and believe  this    
will  produce  great  value for our Exile shareholders"  says  Stan  Bharti,    
Exile`s Chairman.                                                               
The  parties  have agreed to negotiate exclusively with each other  in  good    
faith  and  use their reasonable efforts to negotiate a definitive agreement    
to  give effect to the Acquisition (the "Definitive Agreement") on or  prior    
to September 30, 2011. The manner in which the Acquisition will be completed    
will  be determined after each party has had an opportunity to complete  its    
due  diligence and consider all applicable tax, securities and  other  laws.    
As a condition precedent to signing the Definitive Agreement, Oando shall be    
satisfied that the Acquisition is structured to ensure that (i) each of  the    
Nigerian  assets/companies  comprising the  Upstream  Assets  maintains  its    
status  as  an indigenous Nigerian company under Nigerian law  in  order  to    
maintain  and/or secure indigenous fiscal terms and any other  policies  and    
laws  applicable to indigenous companies; and (ii) Oando achieves an optimal    
result having regard to tax and regulatory concerns of Oando.                   
Exile  and  Oando  are  joint venture partners on Exile`s  Akepo  oil  field    
located  in Nigeria. On January 5, 2009, Exile announced that it had entered    
into  an  agreement  with an affiliate of Oando whereby such  affiliate  was    
permitted  to  acquire a 75 percent working interest in Exile`s  40  percent    
interest  in  the  Akepo  field  in return for  funding  Exile`s  historical    
expenses,  and financing the future development expenditure of the  project.    
Under  the  terms  of the agreement that is structured in  two  stages,  the    
affiliate  of Oando is required to reimburse Exile`s historical expenses  on    
the  Akepo  field, and finance the further development of  the  project,  in    
return for acquiring 75 percent of Exile`s current economic interest in  the    
project.  On  January 20, 2009, Exile received US$1.0 million in  compliance    
with  the terms of the agreement. On April 9, 2010, Exile received the final    
tranche of the expected US$1.1 million to complete the equity transfer.  One    
final  payment of approximately US$1.0 million is due at first oil, expected    
to  be  Q4 2011. Exile retains a 17.5 percent economic interest in the Akepo    
field  after  cost  recovery by the affiliate of Oando,  until  7.5  million    
barrels of oil equivalent ("boe") have been recovered from the field.  After    
this, Exile`s interest will decline proportionally to 12.5 percent until  10    
million  boe  have  been  recovered  from  the  field,  and  to  10  percent    
thereafter. During the cost recovery phase, Exile will be entitled to  an  8    
percent economic interest.                                                      
Exile  and  Oando are arm`s length parties as defined by the  Toronto  Stock    
Exchange  Venture Exchange ("TSXV") Listing Requirements, and there  are  no    
current  non-arm`s length parties of Exile which are insiders  of  Oando  or    
presently hold any direct or indirect beneficial interest in either Oando or    
any  of its assets other than pursuant to the joint venture described above.    
There  are  currently  no "control persons" (as defined  by  the  applicable    
regulations of the TSXV) of Oando.                                              
Concurrently with the Acquisition and as a condition precedent to completion    
of  the  Acquisition ("Completion"), Exile intends to, by  way  of  plan  of    
arrangement  (the  "Plan  of Arrangement") and subject  to  receipt  of  all    
necessary  approvals,  change its name and effect  a  consolidation  of  its    
outstanding  Shares on a basis such that the current shareholders  of  Exile    
shall  receive in exchange for each 20 Shares currently held: (i) one  post-    
consolidation Share; and (ii) two share purchase warrants of  Exile  one  of    
which will be exercisable for one Share at a price of US$3.00 per Share  for    
a  period of 12 months; and the second of which will be exercisable for  one    
Share  at  a  price  of US$4.00 per Share for a period of  24  months.   The    
parties have agreed that they may, subject to market conditions, complete  a    
financing  on or prior to Completion pursuant to which purchasers  will,  in    
effect, receive up to 20,000,000 Shares at a price of US$3.00 per Share  for    
aggregate  proceeds  of up to US$60 million (the "Financing",  and  together    
with the Acquisition, the Plan of Arrangement and related transactions,  the    
While  Oando  commenced  its  operations in  downstream  petroleum  products    
marketing, since December 2003, the Oando group has comprised five companies    
across  the  entire  energy value chain.  In 2005, Oando  become  the  first    
African company to obtain a secondary listing on the JSE Limited, which  was    
the  first  dual  listing in Nigerian history.  For more  information  about    
Oando  including current assets profile and detailed results,  please  visit    
the website at www.oandoplc.com.                                                
Exile is a Canada-based public company currently engaged in the exploration,    
development  and production of petroleum and natural gas in Turkey,  Nigeria    
and  Zambia.   For further details on the current exploration activities  of    
Exile,  please  refer  to  SEDAR  at  www.sedar.com.   For  further  details    
concerning  Exile,  including financial information,  please  refer  to  the    
annual  audited financial statements of Exile for the year ended August  31,    
2010 as well as the unaudited interim financial statements of Exile for  the    
six  month  period  ended February 28, 2011, together with the  accompanying    
management`s discussion and analysis for each such period, all available  on    
SEDAR at www.sedar.com.                                                         
Following  the  transaction, it is anticipated that Exile will  continue  to    
operate  in  the oil and gas sector with a focus on the development  of  the    
Upstream Assets, in an effort to enhance overall shareholder value.             
Upon completion of the Restructuring and subject to receipt of all necessary    
approvals,  it  is expected that (a) the existing management team  of  Exile    
will  be retained and assigned mutually acceptable roles and functions  and,    
as a condition precedent to Completion, Oando will have the right to appoint    
members to the management team of Exile; (b) the board of directors of Exile    
will be comprised of three nominees of Oando, two nominees of Exile and  two    
independent  directors, and (c) Jubril Adewale Tinubu will be  appointed  as    
the  Chairman  of  Exile.  This board and management  composition  has  been    
structured  so  as  to integrate the expertise of experienced  oil  and  gas    
executives  to manage Exile`s new Upstream Assets.  Upon Completion,  it  is    
expected  that the management and directors of Exile who have been appointed    
by  Oando  will  receive  an aggregate of 20 million  options,  each  option    
exercisable for one Share at a price of $3.00 per Share for a period of five    
years and vesting pursuant to the terms of Exile`s stock option plan.           
Mr.  Jubril Adewale Tinubu is the Group Chief Executive of Oando PLC, having    
been appointed to this position in June 2001.                                   
Mr.  Tinubu  is  a  lawyer  and has almost 20 years  experience  within  the    
Nigerian  Oil  and  Gas Industry.  He obtained a Bachelor  of  Laws  (LL.B.)    
degree  from the University of Liverpool, England in 1988 and a  Masters  of    
Laws (LL.M.) from the London School of Economics, England, in 1989.             
Mr.  Tinubu is a World Economic Forum `Global Young Leader` and was  awarded    
Africa`s  `Business Leader of the Year` by the Africa Business Magazine  and    
the  Commonwealth  Business  Council in  June  2010  on  the  basis  of  his    
contributions to the development of the African Oil and Gas industry.           
Exile  expects  to  apply to list its Shares on the Toronto  Stock  Exchange    
("TSX") upon completion of the Restructuring.                                   
Completion  of  the  Restructuring is subject to  a  number  of  conditions,    
including  the approval of the TSXV and TSX, the completion of  satisfactory    
due  diligence,  the  requisite  regulatory  approvals,  and  the  requisite    
majority approval of shareholders of Exile.  The Restructuring cannot  close    
until  the  approval  of shareholders of Exile and all  required  regulatory    
approvals  are  obtained.  There can be no assurance that the  Restructuring    
will  be  completed  as proposed or at all.  Investors are  cautioned  that,    
except  as  disclosed  in  any  management information  circular  or  filing    
statement  to  be  prepared  in  connection  with  the  Restructuring,   any    
information  released or received with respect to the proposed Restructuring    
may  not  be accurate or complete and should not be relied upon. Trading  in    
the securities of Exile should be considered highly speculative.                
The  TSXV has in no way passed upon the merits of the proposed Restructuring    
and has neither approved nor disapproved the contents of this press release.    
August 2, 2011                                                                  
JSE Sponsor                                                                     
Macquarie First South Advisers (Pty) Limited.                                   
For further information, please contact:                                        
Exile Resources Inc.                                                            
Tony Henshaw, President and CEO                                                 
Exile Resources Inc.                                                            
+44 207 793 2594                                                                
David Feick                                                                     
Investor Relations                                                              
+1 403 218 2839                                                                 
Oando PLC                                                                       
Jubril Adewale Tinubu, Group CEO                                                
10th Floor,                                                                     
2 Ajose Adeogun Street                                                          
Victoria Island,                                                                
Lagos, Nigeria                                                                  
Tel: +234 (1) 2702400                                                           
Tokunboh Akindele                                                               
Investor Relations                                                              
10th Floor                                                                      
2, Ajose Adeogun Street                                                         
Victoria Island                                                                 
Lagos, Nigeria                                                                  
Tel: +234 (1) 2601290-9, Ext 6396                                               
Forward-Looking Statements                                                      
Certain  information  set forth in this news release  may  contain  forward-    
looking  statements  that involve substantial known and  unknown  risks  and    
uncertainties.   These forward-looking statements are  subject  to  numerous    
risks  and uncertainties, certain of which are beyond the control  of  Exile    
and  Oando,  including, but not limited to, the impact of  general  economic    
conditions,  industry conditions, dependence upon regulatory and shareholder    
approvals, the execution of definitive documentation and the uncertainty  of    
obtaining  additional financing.  Readers are cautioned that the assumptions    
used  in the preparation of such information, although considered reasonable    
at  the  time of preparation, may prove to be imprecise and, as such,  undue    
reliance should not be placed on forward-looking statements.                    
OR ACCURACY OF THIS RELEASE.                                                    
Date: 02/08/2011 15:00:02 Supplied by www.sharenet.co.za                     
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information disseminated through SENS.                                          

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