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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 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 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 proposing a Rights Issue of 4,548,236,276 ordinary
shares of 50 kobo each at NGN 12.00 per share on the basis of
two (2) new ordinary shares for one (1)every ordinary share of
50 kobo each held as at the close of business on Friday,
19 October 2012 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, 4 January 2013, being the business day
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 ordinary shares of the Company.
2. PURPOSE OF THE RIGHTS ISSUE
The Rights Issue is a critical step for Oando towards the
execution of its strategic growth plans, optimising its
balance sheet and improving its leverage position.
The proceeds from the Rights Issue will be used for:
- Part-repayment of the NGN 60 billion syndicated loan used
to fund the acquisition of upstream assets and swamp
drilling rigs;
- Part-financing of acquisition of upstream and midstream
assets by Oando’s Upstream subsidiary, Oando Energy
Resources (“OER”); and
- Investment in working capital to support an increased
level of business.
The net Rights Issue proceeds, after deducting the total cost
of the Rights Issue estimated at NGN 1,640,307,376.22
(representing 3.01% of the Rights Issue), is estimated at NGN
52,938,527,935.78. The ZAR equivalent of the net Rights Issue
proceeds is estimated at ZAR2,853,386,655.74 calculated at the
currency conversion at 17h00 South African time on Thursday,
20 December 2012 of ZAR 0.0539 = NGN 1.
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 agreement entered into between such
dematerialised shareholder and his/her CSDP or broker.
4. RIGHTS ISSUE TIMETABLE APPLICABLE TO THE SOUTH AFRICAN
SHAREHOLDERS
EVENT 2012/2013
Declaration and Finalisation data Friday, 21
announcement released on the Securities December 2012
Exchange News Service (“SENS”)
The ZAR/NGN exchange rate determined at the Thursday, 20
close of business and announced on December 2012
Declaration and Finalisation data Monday, 24
announcement published in the South African December 2012
press on
Last day to trade in Oando shares in order Thursday, 27
to settle trades by the record date and to December 2012
qualify to participate in the Rights Issue
on the JSE (cum rights)
Listing and trading of letters of Friday, 28
allocation on the JSE while Oando shares December 2012
trade ex rights commences at 09h00 on
Record date for the Rights Issue for Friday, 4 January
purposes of determining shareholders 2013
entitled to participate in the Rights Issue
at the close of business on
Rights Issue circular posted to South Monday, 7 January
African shareholders on 2013
Dematerialised shareholders will have their Monday, 7 January
accounts at their CSDP or broker 2013
automatically credited with the letters of
allocation
Rights Issue opens in South Africa at 09h00 Monday, 7 January
on 2013
Last day to trade in letters of allocation Wednesday, 30
in order to settle trades by the close of January 2013
the Rights Issue and participate in the
Rights Issue at the close of business
Record date for the letters of allocation Wednesday, 6
February 2013
Rights Issue closes at 12h00 in South Wednesday, 6
Africa February 2013
Payment in respect of the Rights Issue and Wednesday, 6
the Excess Rights Issue shares to be made February 2013
by all shareholders and held in escrow on
Nigerian SEC approval to be received for Thursday, 11
the allotment of the Rights Issue and the April 2013
Excess Rights Issue shares on or about
Results of the Rights Issue released on Wednesday, 22 May
SENS on or about 2013
CSDP/Broker accounts in respect of the Wednesday, 22 May
dematerialised shareholders credited with 2013
the Rights Issue and the Excess Rights
Issue shares on or about
Listing of the Rights Issue and Excess Wednesday, 22 May
Rights Issue shares and trading of the 2013
Rights Issue and Excess Rights Issue shares
on the JSE commencing at 09h00 on or about
Results of the Rights Issue published in Thursday, 23 May
the South African press on the business day 2013
following the release of the results on
SENS on or about
Notes
It is expected that the Excess Rights Issue shares will be
allotted on or about Thursday, 11 April 2013. Shareholders who
have applied for Excess Rights Issue shares should similarly
make payment in respect of the Excess Rights Issue shares on
Wednesday, 6 February 2013, to be held in escrow. The listing
of the Excess Rights Issue shares will take place on or about
Wednesday, 22 May 2013.
1. Share certificates in respect of the ordinary shares being
issued under the Rights Issue may not be dematerialised or
rematerialised from Friday, 28 December 2012 until Friday,
4 January 2013, both days inclusive;
2. 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;
3. CSDPs effect payment on a delivery versus payment basis in
respect of dematerialised shares;
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
agreement governing the relationship between the
shareholder and their CSDP or broker; and
5. Rights Issue and Excess Rights Issue shares may not be
traded until the date of issue, anticipated to be on
Wednesday, 22 May, 2013.
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:
4,548,236,276 letters of allocation:
Commencement of listing of the letters of Monday, 7 January
allocation 2013
Last day to trade for letters of Wednesday, 30
allocation January 2013
JSE code OAON
ISIN NGOANDORIGT3
4,548,236,276 Rights Issue shares:
Commencement of listing of the Rights Wednesday, 22 May
Issue shares: 2013
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 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
renounces 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 renounces 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
Wednesday, 22 May 2013.
9. OFFER PRICE FOR SOUTH AFRICAN SHAREHOLDERS
Oando shareholders are advised that the currency conversion at
17h00 South African time on Thursday, 20 December 2012 of ZAR
0.539 = NGN 1. The issue price per Oando share for South
African shareholders in respect of the Rights Issue is
therefore ZAR 0.6468
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
shareholders of Oando by Monday, 7 January 2013, and an
electronic version of the Rights Issue circular will be
available on the Company`s website (www.oandoplc.com) from
Monday, 7 January 2013.
21 December 2012
Sandton
Leading Issuing House
Vetiva Capital Management Limited
Joint Issuing Houses
FBN Capital Limited
FCMB Capital Markets Limited
JSE Sponsor
Macquarie First South Capital (Proprietary) Limited
Date: 21/12/2012 07:05:00 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,
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