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OAO - Oando - Proposed Rights Issue - Declaration Data Announcement
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")
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 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 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 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.
PROPOSED RIGHTS ISSUE - DECLARATION DATA ANNOUNCEMENT
1. Introduction
Oando is proposing a rights issue of 301 694 876 ordinary shares of 50 kobo each
at Naira 70.00 per share on the basis of one (1) new ordinary share for every
three (3) ordinary shares of 50 kobo each held as at the close of business on
Friday, 18 December 2009 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, 29 January 2010, being the Friday prior to
the offer opening date for South African shareholders ("the Rights Issue").
The shares being offered will rank pari passu in all respects with the existing
share capital of the Company.
2. Purpose of the Rights Issue
The Rights Issue is an important step for Oando, towards refinancing the
acquisition of the upstream assets, providing operational capital to fund the
operation of the upstream business, and short and medium term investments in its
gas and power business segment.
The net Rights Issue proceeds, after deducting the total cost of the Rights
Issue estimated at Naira 681 312 632.65 (representing 3.23% of the Rights
Issue), is estimated at Naira 20 437 328 687.35. The ZAR equivalent of the net
Rights Issue proceeds is estimated at ZAR997 848 227.53 calculated at the
currency conversion at 17h00 South African time on Monday, 18 January 2010 of
ZAR 1 = Naira 20.4814.
3. Proposed Rights Issue Timetable applicable to the South African
shareholders
2010
Declaration data announcement released on SENS Tuesday, 19 January
on
Declaration data announcement published in the Wednesday, 20 January
South African press on
The ZAR/Naira exchange rate determined at the Thursday, 21 January
close of business on
The finalisation data announcement, including Friday, 22 January
the exchange rate and take up price for South
African shareholders released on SENS by no
later than 11h00 on
Last day to trade in Oando shares in order to Friday, 22 January
settle trades by the record date and to qualify
to participate in the Rights Issue on the JSE
(cum rights)
The finalisation data announcement, including Monday, 25 January
the exchange rate and take up price for South
African shareholders published in the South
African press on
Listing and trading of letters of allocation on Monday, 25 January
the JSE while Oando shares trade ex rights
commences at 09h00 on
Record date for the Rights Issue for purposes Friday, 29 January
of determining shareholders entitled to
participate in the Rights Issue at the close of
business on
Rights Issue circular posted to South African Monday, 1 February
shareholders on
Dematerialised shareholders will have their Monday, 1 February
accounts at their CSDP or broker automatically
credited with the letters of allocation
Rights Issue opens in South Africa at 09h00 on Monday, 1 February
Last day to trade in letters of allocation in Friday, 12 February
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, 19 February
Rights Issue closes at 12h00 in South Africa Friday, 19 February
and payment in respect of the Rights Issue
shares and the excess shares to be made by all
shareholders on
Nigerian SEC approval to be received for the Wednesday, 31 March
allotment of the Rights Issue shares and the
excess shares on
Results of the Rights Issue released on SENS by Friday, 9 April
no later than
Results of the Rights Issue published in the Monday, 12 April
South African press on the business day
following the release of the results on SENS by
no later than
Listing of the Rights Issue shares and trading Wednesday, 21 April
of Rights Issue shares on the JSE commencing at
09h00 on
CSDP/Broker accounts in respect of the Wednesday, 21 April
dematerialised shareholders credited with the
Rights Issue shares and the excess shares on
Notes
1. The take-up price for South African shareholders will be released on
SENS on Friday, 22 January 2010 and published in the South African
press on Monday, 25 January 2010 after the ZAR/Naira exchange rate is
determined at the close of business on Thursday, 21 January 2010.
2. It is expected that the Rights Issue shares and the excess shares will
be allotted on Thursday, 1 April 2010 following the approval of the
allotment by the Nigerian SEC on Wednesday, 31 March 2010.
3. Payment for the Rights Issue shares and the excess shares is expected
at the point of subscription.
4. Investors are not permitted to trade the new Rights Issue shares until
the Rights Issue shares have been issued on Wednesday, 21 April 2010.
5. All times referred to in the above timetable are local times in South
Africa. 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.
6. Transfers between the South African and Nigerian registers may not
take place from Friday, 18 December 2009 to Friday, 29 January 2010,
both dates inclusive.
4. JSE Listings
The JSE has granted listings for the letters of allocation and Rights Issue
shares as follows:
301 694 876 letters of allocation:
Commencement of listing of the
letters of allocation : Monday, 25 January 2010
Last day to trade for
letters of allocation: Friday, 12 February 2010
JSE code: OAON
ISIN: NGOANDORIGT2
301 694 876 Rights Issue shares:
Commencement of listing of the
Rights Issue shares: Wednesday, 21 April 2010
5. Rounding Principle
The allocation of Rights Issue shares will be such that shareholders will not be
allocated a fraction of a Rights Issue share and as such any shareholding giving
rise to a fraction of less than one of a 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.
6. 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 South
African shareholders or renouncees concerned.
7. Excess Applications
You are invited to apply for additional 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 SEC.
Shareholders on the South African register wishing to apply for excess Rights
Issue shares should instruct their CSDP or broker as to the number of excess
Rights Issue shares for which they wish to apply, in terms of the agreement
entered into between such dematerialised shareholder and his/her CSDP or broker.
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
shares until the shares have been issued on Wednesday, 21 April 2010.
Johannesburg
19 January 2010
Leading Issuing House
Vetiva Capital Management Limited
Joint Issuing Houses
FCMB Capital Markets Limited
A member of First City Group
Stanbic IBTC Bank plc
A member of the Standard Bank Group
Sponsor to Oando in South Africa
Deutsche Securities (SA) (Proprietary) Limited
Date: 19/01/2010 16:42:49 Supplied by www.sharenet.co.za
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