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OANDO PLC - Oando Energy Resources provides an update on the acquisition of ConocoPhillips Nigerian business and amends loan agr

Release Date: 02/12/2013 16:06:00      Code(s): OAO     
Oando PLC

(Incorporated in Nigeria and registered as an external company in

South Africa)

External Registration number: RC 6474

Company registration number: 2005/038824/10

Share Code on the JSE Limited: OAO

Share Code on the Nigerian Stock Exchange: UNTP


(?Oando? or the ?Company?)

Oando Energy Resources provides an update on the acquisition of

ConocoPhillips Nigerian business and amends loan agreement with Oando



Oando Energy Resources Inc. ("Oando Energy Resources" or the

"Company") (TSX: OER), a company focused on oil and gas exploration

and production in Nigeria, today announced that it has entered into

an amendment agreement with ConocoPhillips (NYSE:COP) in relation to

the proposed acquisition by the Company of the Nigerian upstream oil

and   gas  business   of  ConocoPhillips,   comprising  the indirect

acquisition of all of the shares of Phillips Oil Company Nigeria

Limited ("POCNL"), Phillips Deepwater Exploration Nigeria Limited

("PDENL") and Conoco Exploration & Production Nigeria Limited

(collectively, the "ConocoPhillips Acquisition"), as previously

announced on December 20, 2013 and September 16, 2013. Pursuant to

the amendment agreement, Oando Energy Resources and ConocoPhillips

agreed, amongst other things, to the following amendments:

1. Extension of Outside Date for Completion of the ConocoPhillips


The outside date for completion of the ConocoPhillips Acquisition has

been extended from November 30, 2013 to January 31, 2014 (the

"Outside Date").

2. Increase in the deposit for Phillips Deepwater Exploration Nigeria

Limited OER will increase the deposit for the acquisition of the

shares of PDENL b y US$15 million, and has agreed to pay the

increased deposit amount to ConocoPhillips by no later than December

6, 2013. No change to the purchase price of PDENL results from this

amendment. As previously announced in December 2012, in connection

with the ConocoPhillips Acquisition, the Company paid a US$435

million deposit (the "Deposit"). Following the increase in the

deposit for PDENL, the aggregate amount of the Deposit for the

ConocoPhillips Acquisition will be US$450 million.

As consideration for the extension of the Outside Date, the purchase

price of the shares of POCNL will be increased by US$10 million per

month for the period

from December 1, 2013 up to but excluding the Outside Date of January

31, 2014 and will be calculated on a pro rata basis where the

completion date of the ConocoPhillips Acquisition does not occur on

the last day of the month. Any increase in the purchase price as a

result of this consideration will be an adjustment to the net

purchase   price  payable   at  completion   of   the  ConocoPhillips


As a result of the amendments referred to above, the net purchase

price payable to complete the ConocoPhillips Acquisition is estimated

to be approximately US$1.23 billion (after deducting the Deposit

(including the increase referred to above) and giving effect to

adjustments as of the Outside Date).

Amendment to Loan Agreement with Oando

Oando Energy Resources also announces that it has amended the loan

agreement and associated repayment deed, each dated May 30, 2013, as

amended, with Oando, the holder of 94.6% of the shares of Oando

Energy Resources, to increase the amount loaned to the Company by

US$15 million. The increase in the principal amount is being borrowed

in order for Oando Energy Resources to fund the increase in the

Deposit required to be paid to ConocoPhillips. The additional US$15

million will bear an annual interest rate of 5% and be repayable in

cash on December 31, 2013. As a result of the increase in the

principal amount by US$15 million, the aggregate principal amount

owing by Oando Energy Resources to Oando will be US$401 million.

The Corporate Governance Committee of Oando Energy Resources,

comprising independent directors unrelated to Oando, unanimously

recommended approval of the amendments to the loan agreement and

repayment deed to the board of the Company who then approved them

(with directors affiliated with Oando abstaining from the vote).

Forward Looking Statements:

This news release contains forward-looking statements and forward-

looking information within the meaning of applicable securities laws.

The use of any of the words "expect", "anticipate", "continue",

"estimate",   "objective",  "ongoing",   "may",  "will",   "project",

"should", "believe", "plans", "intends" and similar expressions are

intended to identify forward-looking information or statements. In

particular, this news release contains forward-looking statements

relating to intended acquisitions.

Although the Company believes that the expectations and assumptions

on which such forward-looking statements and information are

reasonable, undue reliance should not be placed on the forward-

looking statements and information because the Company can give no

assurance that such statements and information will prove to be

correct. Since forward-looking statements and information address

future events and conditions, by their very nature they involve

inherent risks and uncertainties.

Actual   results  could   differ  materially   from  those   currently

anticipated due to a number of factors and risks. These include, but

are not limited to: risks related to international operations, the

actual results of current exploration and drilling activities,

changes in project parameters as plans continue to be refined and the

future price of crude oil. Accordingly, readers should not place

undue reliance on the forward-looking statements. Readers are

cautioned that the foregoing list of factors is not exhaustive.

Additional information on these and other factors that could affect

the Company's financial results are included in reports on file with

applicable securities regulatory authorities and may be accessed

through the SEDAR website (www.sedar.com) for the Company. The

forward-looking statements and information contained in this news

release are made as of the date hereof and the Company undertakes no

obligation   to  update  publicly  or   revise  any  forward-looking

statements or information, whether as a result of new information,

future events or otherwise, unless so required by applicable

securities laws.


For further information please contact:

Tokunboh Akindele                Ayo Ajose-Adeogun

Head, Investor Relations         Chief, Strategy Officer

aakindele@oandoplc.com           aajose-adeogun@oandoplc.com

Tel: +234 (1) 2601290-9, Ext     Tel: +234 (1) 2601290-9, Ext

6396                             6296

2 December 2013


JSE Sponsor

Macquarie First South Capital (Proprietary) Limited

Date: 02/12/2013 04:06:00 Supplied by www.sharenet.co.za                     
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