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Rights Issue - Declaration and Finalisation Data Announcement
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: OANDO
ISIN: NGOANDO00002
(“Oando” or the “Company”)
RIGHTS ISSUE - DECLARATION AND FINALISATION DATA ANNOUNCEMENT
The distribution of this announcement, the Rights Issue, and
the transfer of the Rights Issue shares and/or the rights to
subscribe for the Rights Issue shares in jurisdictions other
than the Federal Republic of Nigeria or the Republic of South
Africa may be restricted by law and failure to comply with any
of those restrictions may constitute a violation of the laws
of any such jurisdiction. Neither this announcement, nor any
form of instruction, may be regarded as an offer in any
jurisdiction in which it is illegal to fully observe make such
an offer, and in particular, is not for distribution in the
United States of America, Australia, United Kingdom, Canada or
Japan. In those circumstances, this announcement is for
information purposes only.
It is the responsibility of any person outside the Federal
Republic of Nigeria or the Republic of South Africa
(including, without limitation, nominees, agents and trustees
for such persons) receiving this announcement and wishing to
take up rights under the Rights Issue, to satisfy himself as
to full observance of the applicable laws of any relevant
territory, including obtaining any requisite governmental or
other consents, observing any other requisite formalities and
paying any issue, transfer or other taxes due in such
territories.
1. INTRODUCTION
Oando is undertaking a Rights Issue of 2,217,265,184 ordinary
shares of 50 kobo each at NGN22.00 per Rights Issue share on
the basis of one (1) new ordinary share for every four (4)
ordinary shares of 50 kobo each held as at the close of
business on Friday, 25 July 2014, for those shareholders in
Nigeria whose names appear on the Register of Members and
transfer books of the Company and shareholders in South Africa
whose names appear on the Register of Members and transfer
books as at the close of business on Friday, 19 December 2014,
being the business day prior to the offer opening date, for
South African shareholders (the “Rights Issue").
The shares being offered in terms of the Rights Issue will
rank pari passu in all respects with the existing ordinary
shares of the Company.
2. PURPOSE OF THE RIGHTS ISSUE
The Rights Issue is an important step for Oando as the Company
will use the net Rights Issue proceeds to deleverage its
balance sheet and payoff pre-existing financial debt
obligations, as well as replenish working capital lines
utilised in the financing of the Conoco Phillips Nigerian
operation (“COP”) acquisition.
The Rights Issue is a key step in the overall plan of
management to raise at least US$500 million in new capital
through equity injections and / or asset sales that will
enable the Company to boost its long term capital base.
The net Rights Issue proceeds, after deducting the total cost
of the Rights Issue estimated at NGN1,508,866,327
(representing 3.09% of the Rights Issue), is estimated at
NGN47,270,967,721. The ZAR equivalent of the net Rights Issue
proceeds is estimated at ZAR2,822,888,862 calculated at the
currency conversion at 17h00 South African time on Monday, 1
December 2014 of ZAR1 = NGN16.7456
The proceeds from the Rights Issue will be used for:
- repayment of NGN42,584,276,540 (ZAR2,543,012,883)
outstanding debt from the COP acquisition; and
- NGN4,686,691,181 (ZAR279,875,978) working capital
requirements.
3. EXCESS APPLICATIONS
You are invited to apply for additional Rights Issue (“Excess
Rights Issue”) shares over and above your entitlement. Should
there be Excess Rights Issue shares available for allocation,
these will be allocated to applicants on a basis to be
determined by the directors of Oando and cleared by the
Nigerian Securities and Exchange Commission (“SEC”).
Shareholders on the South African register wishing to apply
for Excess Rights Issue shares should instruct their Central
Securities Depository Participant (“CSDP”) or broker as to the
number of Excess Rights Issue shares for which they wish to
apply, in terms of the custody agreement entered into between
such dematerialised shareholder and his/her CSDP or broker.
4. RIGHTS ISSUE TIMETABLE APPLICABLE TO THE SOUTH AFRICAN
SHAREHOLDERS
EVENT 2014
The ZAR/NGN exchange rate determined at the Monday, 1
close of business December
Declaration and Finalisation data Tuesday, 2
announcement released on SENS December
Declaration and Finalisation data Wednesday, 3
announcement published in the South African December
press on
Last day to trade in Oando shares in order Thursday, 11
to settle trades by the record date and to December
qualify to participate in the Rights Issue
on the JSE (cum rights)
Listing and trading of letters of Friday, 12
allocation on the JSE (JSE Code: OAON; December
ISIN: NGRGT0000071) while Oando shares
trade ex-rights commences at 09h00 on
Rights Issue circular posted to Monday, 15
certificated South African shareholders on December
Record date for the Rights Issue for Friday, 19
purposes of determining shareholders December
entitled to participate in the Rights Issue
at the close of business on
Dematerialised shareholders will have their Monday, 22
accounts at their CSDP or broker December
automatically credited with the letters of
allocation
Rights Issue opens in South Africa at 09h00 Monday, 22
on December
Rights Issue circular posted to Tuesday, 23
dematerialised South African shareholders December
(where applicable) on
2015
Last day to trade in letters of allocation Friday, 2 January
in order to settle trades by the close of
the Rights Issue and participate in the
Rights Issue at the close of business
Record date for the letters of allocation Friday, 9 January
Rights Issue closes at 12h00 in South Friday, 9 January
Africa
Payment in respect of the Rights Issue and Friday, 9 January
the Excess Rights Issue shares to be made
by all shareholders and held in escrow on
Nigerian SEC approval to be received for Friday, 13 March
the allotment of the Rights Issue and the
Excess Rights Issue shares on or about
Results of the Rights Issue released on Monday, 16 March
SENS on or about
Results of the Rights Issue published in Tuesday, 17 March
the South African press on the business day
following the release of the results on
SENS on or about
CSDP/Broker accounts in respect of the Friday, 10 April
dematerialised shareholders credited with
the Rights Issue and the Excess Rights
Issue shares on or about
Listing of the Rights Issue and Excess Friday, 10 April
Rights Issue shares and trading of the
Rights Issue and Excess Rights Issue shares
on the JSE commencing at 09h00 on or about
Notes
It is expected that the Excess Rights Issue shares will be
issued and allotted on or about Friday, 13 March 2015.
Shareholders who have applied for Excess Rights Issue shares
should similarly make payment in respect of the Excess Rights
Issue shares by 12h00 on Friday, 9 January 2015, to be held in
escrow. The listing of the Excess Rights Issue shares is
anticipated to take place on or about Friday, 10 April 2015.
1. Share certificates in respect of the ordinary shares being
issued under the Rights Issue may not be dematerialised or
rematerialised from Friday, 12 December 2014, until Friday,
19 December 2014, both days inclusive.
2. No transfers between the Nigerian and South African share
registers may be implemented between Wednesday, 3 December
2014, and close of business on Friday, 19 December 2014.
3. Unless otherwise indicated, all times are South African
times. Any material variation of the above dates and times
will be approved by the JSE, released on SENS, and
published in the South African press.;
4. Dematerialised shareholders are required to inform their
CSDP or brokers of their instructions in terms of the
Rights Issue in the manner and time stipulated in the
custody agreement governing the relationship between the
shareholder and their CSDP or broker.
5. Rights Issue and Excess Rights Issue shares may not be
traded until the date of issue, anticipated to be on
Friday, 10 April 2015.
5. JSE LISTING OF THE LETTERS OF ALLOCATION, THE RIGHTS
ISSUE AND THE EXCESS RIGHTS ISSUE SHARES
Application has been made to the JSE for listing of the
letters of allocation and Rights Issue shares as follows:
2,217,265,184 letters of allocation:
2014
Commencement of listing of the letters of Friday, 12
allocation December
2015
Last day to trade for letters of Friday, 2 January
allocation
JSE code OAON
ISIN ISIN: NGRGT0000071
2,217,265,184 Rights Issue shares:
2015
Commencement of listing of the Rights Friday, 10 April
Issue shares:
Any material variation of the above dates will be approved by
the JSE, and released on SENS and published in the South
African press.
6. ROUNDING PRINCIPLE
The allocation of Rights Issue and the Excess Rights Issue
shares will be such that shareholders will not be allocated a
fraction of a Rights Issue or an Excess Rights Issue share and
as such any shareholding giving rise to a fraction of less
than one of a Rights Issue or an Excess Rights Issue share
will be rounded down to the nearest whole number. This is
applicable to investors on both the Nigerian and South African
share registers.
7. REFUND PROCESS
The proceeds received from South African shareholders or their
renouncees will remain in a designated escrow account. Should
any unforeseen event result in the Rights Issue not
proceeding, the proceeds will be returned to the JSE
shareholders or renouncees concerned.
8. ENTITLEMENT
The rights that are represented by letters of allocation are
valuable and may be traded on the JSE. Investors are not
permitted to trade the new Rights Issue or Excess Rights Issue
shares until the shares have been issued on or about Friday,
10 April 2015.
9. OFFER PRICE FOR SOUTH AFRICAN SHAREHOLDERS
Oando shareholders are advised that the currency conversion at
17h00 South African time on Monday, 1 December 2014 of ZAR1 =
NGN16.7456. The issue price per Oando share for South African
shareholders in respect of the Rights Issue is therefore
ZAR1.3138.
10. CIRCULAR TO SOUTH AFRICAN SHAREHOLDERS
The Rights Issue circular has been approved by the JSE and
will be filed with the Companies and Intellectual Property
Commission for disclosure and record purposes. The Rights
Issue circular will be posted to the South African
certificated shareholders of Oando by Monday, 15 December
2014, and to the dematerialised South African shareholders
(where applicable) by Tuesday 23 December 2014. An electronic
version of the Rights Issue circular will be available on the
Company`s website (www.oandoplc.com) from Friday, 12 December
2014.
2 December 2014
Sandton
Leading Issuing House
Vetiva Capital Management Limited
Joint Issuing Houses
FBN Capital Limited
FCMB Capital Markets Limited
Marina Securities Limited
Stanbic IBTC Capital Limited
Zenith Capital Limited
JSE Sponsor
Macquarie First South Capital (Proprietary) Limited
Date: 02/12/2014 05:30:00 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.
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