OANDO PLC - Oando Energy Resources concludes arrangement with Oando PlcRelease Date: 13/05/2016 11:18:00 Code(s): OAO
(Incorporated in Nigeria and registered as an external company in South Africa)
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
OANDO ENERGY RESOURCES CONCLUDES ARRANGEMENT WITH OANDO PLC FOR OANDO
PLC TO ACQUIRE OER MINORITY SHARES FOR A CONSIDERATION OF US$1.20 PER SHARE IN
CALGARY, ALBERTA, May 12, 2016 - Oando Energy Resources Inc. (?OER? or the ?Corporation?)
(TSX: OER) today announced the closing of its going private arrangement transaction, pursuant to which
Oando E&P Holdings Limited (the "Purchaser"), a private company incorporated under the laws of the
Province of British Columbia as a wholly-owned subsidiary of Oando PLC, has acquired all of the issued
and outstanding common shares of OER (the "Common Shares"), excluding the Common Shares held
by Oando PLC, those held by M1 Petroleum Ltd., West African Investment Ltd. and Southern Star
Shipping Company Inc. (collectively, the "Institutional Shareholders") and those held by certain
shareholders who are officers, employees or service providers to OER (collectively, the "Management
Shareholders") (such Common Shares, excluding those of Oando PLC, Institutional Shareholders and
Management Shareholders being the "Minority Shares"), pursuant to a plan of arrangement (the "Plan
of Arrangement") for cash consideration of US$1.20 per Minority Share (the "Consideration?).
Commenting, Pade Durotoye, CEO Oando Energy Resources said: ?The completion of this transaction
brings us to another pivotal point in our journey as OER. We listed this organisation on the TSX in July
2012 and have enjoyed the benefits of being a listed company in this jurisdiction, having always
conformed to the highest reporting and corporate governance standards of the exchange. However, as a
result of the downturn being experienced in the global resource market and the current dip in investor
interest in the sector, we have decided to delist our entity in line with cost saving strategies to optimize
shareholder value. We retain the option of a future listing whenever we believe there is a more conducive
Oando PLC held, either directly or indirectly, 746,107,838 of the Common Shares, representing
approximately 93.7% of the issued and outstanding Common Shares immediately prior to completion of
the going private transaction. As part of the transaction, the Purchaser also acquired all of the Common
Shares held either directly or indirectly by the Institutional Shareholders, Oando PLC and Management
Shareholder in consideration for such number of shares of the Purchaser as reflects the number of their
contributed Common Shares for the purposes of completing the transactions contemplated by the Plan of
Shareholders who hold their common shares through a broker or other intermediary may contact that
broker or other intermediary for instructions and assistance in receiving the consideration for their shares.
Shareholders who hold their common shares in certificated form are required to complete and sign a
letter of transmittal and deliver it, together with their share certificates and the other required documents
to the depositary.
Further information concerning these processes is outlined in OER?s management information circular
dated January 19, 2016, a copy of which is available, along with the letter of transmittal, under the
Corporation?s profile at www.sedar.com.
Any questions regarding the cash consideration, including any request for another letter of transmittal or
form of surrender, should be directed to the depositary, Equity Financial Trust Company, at its North
American toll-free number: 1-866-393-4891 or at 1-416-342-1091. Alternatively, the depositary can be
contacted by email at: TMXEInvestorServices@tmx.com.
With the completion of the Plan of Arrangement, it is expected that the common shares of the Corporation
will be de-listed from the Toronto Stock Exchange at the close of business on May 16, 2016.
About Oando Energy Resources Inc. (OER)
OER currently has a broad suite of producing, development and exploration assets in the Gulf of Guinea
(predominantly in Nigeria).
No stock exchange, securities commission or other regulatory authority has approved or disapproved the
information contained herein.
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. Forward-looking statements are subject
to a variety of risks, uncertainties and other factors which could cause actual events or results to differ
from those expressed or implied by the forward-looking statements, including, without limitation: the
Arrangement Agreement may be terminated in certain circumstances; general business, economic,
competitive, political, regulatory and social uncertainties; risks related to factors beyond the control of the
Purchaser, Oando PLC or the Company; foreign countries' regulatory requirements; risks related to
certain directors and executive officers of the Company possibly having interests in the Arrangement
Agreement that are different from other Shareholders; risks that other conditions to the consummation of
the Arrangement are not satisfied; global economic climate; dilution; ability to complete acquisitions;
environmental risks; community and non-governmental actions; and regulatory risks. This list is not
exhaustive of the factors that may affect any of forward-looking statements of the Company. Accordingly,
readers should not place undue reliance on the forward-looking statements.
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) under 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:
Oando Energy Resources Inc.,
Head, Investor Relations,
Oando Energy Resources Inc.,
13 May 2016
Sponsor: Sasfin Capital (a division of Sasfin Bank Limited)
Date: 13/05/2016 11:18:00 Supplied by www.sharenet.co.za
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