OANDO PLC - Oando PLC announces Proposed Scheme of Arrangement

Oando PLC announces Proposed Scheme of Arrangement

 Oando PLC
 (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: UNTP
 ISIN: NGOANDO00002
 (“Oando” or the “Company”)


                                     PRESS STATEMENT

           Oando PLC announces Proposed Scheme of Arrangement and
                                 Cautionary Announcement

Lagos, Nigeria – Oando PLC (“Oando” or the “Company”) hereby notifies Nigerian
Exchange Limited (“NGX”) and Johannesburg Stock Exchange Limited (“JSE Limited”)
that it has received an offer from its core shareholder - Ocean and Oil Development
Partners Limited (“OODP”) - to acquire the shares of all minority shareholders in Oando
(“Scheme Shareholders”). The Company will subsequently be delisted from NGX and
JSE and re-registered as a private company (the “Transaction”).

It is intended that the Transaction will be executed through a Scheme of Arrangement
(‘’Scheme”), in accordance with Section 715 of the Companies and Allied Matters Act,
2020 (as amended), and other applicable laws, rules, and regulations.

Under the Scheme, each Scheme Shareholder shall be entitled to receive the sum of
N7.07 in cash or its equivalent in South African Rand (ZAR) for every ordinary share held
by the qualified Scheme Shareholders at the Effective Date of the Scheme (“Scheme
Consideration”).

The proposed Scheme Consideration represents a 58% premium to the last traded share
price of Oando on 28 March 2023, being the day prior to the date of submission of the
Scheme application to the Securities and Exchange Commission (“SEC”).
Consequently, we confirm that Oando has applied for the SEC’s ‘No Objection’ to the
Scheme. Please note that the effectiveness of the Scheme is subject to the approval of
the shareholders of Oando at the Court-Ordered Meeting of the Company, as well as the
sanction of the Federal High Court. The terms and conditions of the Transaction will be
provided in the Scheme Document which will be dispatched to all shareholders following
the receipt of an order from the Federal High Court to convene a Court-Ordered Meeting.
If the conditions of the Transaction are satisfied and same is sanctioned by the Federal
High Court, the Company will be delisted from NGX and JSE and re-registered as a
private company.

Further details will be communicated to the market upon receipt of requisite approvals
from shareholders and regulators.

Shareholders of Oando are advised to exercise caution when dealing in the shares of
Oando until a further announcement is made.

Ends.


For further information, please contact:


 Ayotola Jagun                                   Alero Balogun
 Company Secretary                               General Manager, Business Support Group
 The Wings Office Complex                        The Wings Office Complex
 17a Ozumba Mbadiwe Avenue                       17a Ozumba Mbadiwe Avenue
 Victoria Island,                                Victoria Island,
 Lagos, Nigeria.                                 Lagos, Nigeria.
 Tel: +234 (1) 270400, Ext 6159                  Tel: +234 (1) 270400, Ext 6761
 ajagun@oandoplc.com                             albalogun@oandoplc.com


For Oando PLC

Ayotola Jagun
Chief Compliance Officer & Company Secretary

Lagos
30 March 2023


JSE Sponsor to Oando
Questco Corporate Advisory Proprietary Limited

Date: 30-03-2023 12:00:00
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.