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Oando Plc - Results Of The Etra-ordinary General Meeting

Release Date: 18/02/2014 14:31:00      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
ISIN: NGOANDO00002
(?Oando? or the ?Company?)

RESULTS OF THE EXTRA-ORDINARY GENERAL MEETING

The following resolutions proposed in the notice to shareholders,
were unanimously passed at the Extra-Ordinary General Meeting of the
Company held at 10:00a.m today, Tuesday February 18 2014:

  1. Increase of share capital

  The Shareholders resolved that on the recommendation of the
  directors and in accordance with article 46 of the articles of
  association of the company, the share capital of the company be
  increased from N5,000,000,000 (five billion naira) to
  N7,500,000,000 (seven billion five hundred million naira) by the
  creation and addition thereto, of 5,000,000,000 (five billion)
  ordinary shares of 50 kobo (fifty kobo) each, such new shares to
  rank pari passu in all respects with the existing ordinary shares
  in the capital of the company.

  2. Alteration of Memorandum and Articles of the Company

  The Shareholders    resolved that clause 6 of the memorandum of
  association and     article 3 of the articles of association
  respectively be     and are hereby amended to reflect the new
  authorized share    capital of n7,500,000,000 (seven billion five
  hundred million     naira) divided into 15,000,000,000 (fifteen
  billion) ordinary   shares of 50 kobo each.

  3. Approval for capital raise

  The Shareholders resolved that:
     a. that pursuant to the company?s articles of association

  i)       the directors be and are hereby authorized to raise
        further capital of up to n50,000,000,000 (fifty billion
        naira) through an offer by way of a rights issue in the
        ratio and terms, conditions and dates to be determined by
        the directors, subject to obtaining the approvals of
        relevant regulatory authorities.

  ii)   pursuant to the authority to undertake the rights issue
        referred to in paragragh 3 (a) (i) above, the directors be
        and are further authorised to underwrite the issue on such
        terms and conditions as they may deem fit;

  iii) further to paragraph 3 (a) (ii) above, the shareholders
       hereby waive their pre-emptive rights to any unsubscribed
       shares under the rights issue in the event of an under-
       subscription.

  iv)   in addition to paragraph 3 (a) (i) above, the directors be
        and are hereby authorized to raise, whether by way of a
        public offering, private /special placement, rights issue or
        other methods, additional capital of up to n200,000,000,000
        (two hundred billion naira) through the issuance of shares,
        global   depository    receipts,   convertibles    or   non-
        convertibles, medium term notes, notes, bonds and or any
        other instruments either as a standalone or by way of a
        programme, in such tranches, series or proportions, at such
        coupon or interest rates, within such maturity periods, and
        on such terms and conditions; including through a book
        building process or other process all of which shall be as
        determined by the directors, subject to obtaining the
        approvals of relevant regulatory authorities.

  v)      the directors be and are hereby authorised in the event of
        an over-subscription of the shares in an issue to the
        public, to capitalize the excess funds to the extent
        permitted by the relevant regulatory authorities and to
        allot additional shares in a manner deemed fit by them,
        provided such allotment can be accommodated by the company?s
        then unissued share capital.

  vi)   in the event that such further capital raise referred to in
        3 (a) (iv) above be by way of a rights issue, the directors
        be and are hereby authorised to underwrite such issue on
        such terms and conditions as the directors may deem fit;

b. the directors be and are hereby authorized to enter into any
agreements and or execute any other documents necessary for and/or
incidental to effecting the resolutions above.

c. the directors be and are hereby authorized to appoint such
professional parties and perform all such other acts and do all such
other things as may be necessary for or incidental to effecting the
above resolutions, including without limitation, complying with
directives of any regulatory authority.


18 February 2014
Sandton

JSE Sponsor
Macquarie First South Capital(Proprietary) Limited

Date: 18/02/2014 02:31:00 Supplied by www.sharenet.co.za                     
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