Oando Plc - Oando Energy Resources Reduces Debt By Us$98 Million Throuh Conversion Of Oando Plc Loan To EquityRelease Date: 22/08/2014 12:10:00 Code(s): OAO
(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 REDUCES DEBT BY US$98 MILLION
THROUGH CONVERSION OF OANDO PLC LOAN TO EQUITY
CALGARY, August 20, 2014 - Oando Energy Resources Inc. ("Oando Energy
Resources" or the "Company") (TSX:OER), a company focused on oil and gas
exploration and production in Nigeria, is pleased to announce the conversion to
equity of principal and interest in the amount of US$ 98 million, outstanding under
the US$ 1.2 billion facility agreement dated 10 February, 2 0 1 4 with Oando Plc
(the "Oando Loan") (the "Conversion"). US$ 41 million of principal remains outstanding
under the Oando Loan and an aggregate principal amount of approximately US$ 292
million remains available to be drawn under the Oando Loan.
OER has issued 68,144,115 units (the ?Units?) to Oando Resources Limited
(?Oando Resources?), a subsidiary of Oando Plc, as repayment of amounts
outstanding under the Oando Loan at a conversion price of C$1.57 per Unit. Each
Unit consists of one common share of the Company (a ?Common Share?) and one-
half of one warrant to purchase an additional Common Share at a price of CAD$
2.00 per Common Share (each whole common share purchase warrant being a
?Warrant?) up until 30 July 2016, a 24 month period from which the Company
closed the acquisition of the Nigerian upstream oil and gas business of
ConocoPhillips. The terms of the Units, other than the denomination of the
conversion price and exercise price in United States dollars, have the same terms
as the Units issued to third party investors and Oando Resources on previous
Prior to the completion of the Conversion, Oando Plc owned, and exercised
control or direction over, 677,963,723 Common Shares, representing
approximately 93.2% of the issued and outstanding Common Shares. As a
result of the Conversion, Oando Plc currently beneficially owns, or exercises
control or direction over, 746,107,838 Common Shares, representing
approximately 93.8% of the issued and outstanding Common Shares.
Assuming exercise of the Warrants and warrants previously issued
to Oando Plc on previous tranches of the loan, Oando Plc
would beneficially own, or exercise control or direction over, 1,071,500,708
Common Shares, representing approximately 95.6% of the Company's
issued and outstanding Common Shares; however, Oando Plc is restricted from
exercising any warrants that would result in its ownership of the Company
Amounts owing under the Oando Loan in the future may be converted into Units at
one or more prices to be determined in accordance with the pricing mechanism
described in OER?s press release dated February 10, 2014.
A copy of the early warning report required to be filed with the applicable
securities commissions in connection with the Conversion will be available for
viewing at www.sedar.com or can be obtained by contacting Ayotola Jagun,
Chief Compliance Officer & Company Secretary of Oando Plc, by email at
firstname.lastname@example.org or by telephone on +234 806 9806190.
22 August 2014
Macquarie First South Capital Proprietary Limited
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, successful and timely integration of the business, subsidiaries and
assets acquired from ConocoPhillips, 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 under the Company?s profile on SEDAR website
(www.sedar.com). 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.
Chief Executive Officer
Oando Energy Resources Inc.
Head, Investor Relations
Oando Energy Resources Inc.
Date: 22/08/2014 12:10:00 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department . The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.