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Oando Energy Resources provides an update on the acquisition of ConocoPhillips Nigerian business and amends loan agr
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: UNTP
ISIN: NGOANDO00002
(“Oando” or the “Company”)
Oando Energy Resources provides an update on the acquisition of
ConocoPhillips Nigerian business and amends loan agreement with Oando
Plc
Quote
Oando Energy Resources Inc. ("Oando Energy Resources" or the
"Company") (TSX: OER), a company focused on oil and gas exploration
and production in Nigeria, today announced that it has entered into
an amendment agreement with ConocoPhillips (NYSE:COP) in relation to
the proposed acquisition by the Company of the Nigerian upstream oil
and gas business of ConocoPhillips, comprising the indirect
acquisition of all of the shares of Phillips Oil Company Nigeria
Limited ("POCNL"), Phillips Deepwater Exploration Nigeria Limited
("PDENL") and Conoco Exploration & Production Nigeria Limited
(collectively, the "ConocoPhillips Acquisition"), as previously
announced on December 20, 2013 and September 16, 2013. Pursuant to
the amendment agreement, Oando Energy Resources and ConocoPhillips
agreed, amongst other things, to the following amendments:
1. Extension of Outside Date for Completion of the ConocoPhillips
Acquisition
The outside date for completion of the ConocoPhillips Acquisition has
been extended from November 30, 2013 to January 31, 2014 (the
"Outside Date").
2. Increase in the deposit for Phillips Deepwater Exploration Nigeria
Limited OER will increase the deposit for the acquisition of the
shares of PDENL b y US$15 million, and has agreed to pay the
increased deposit amount to ConocoPhillips by no later than December
6, 2013. No change to the purchase price of PDENL results from this
amendment. As previously announced in December 2012, in connection
with the ConocoPhillips Acquisition, the Company paid a US$435
million deposit (the "Deposit"). Following the increase in the
deposit for PDENL, the aggregate amount of the Deposit for the
ConocoPhillips Acquisition will be US$450 million.
As consideration for the extension of the Outside Date, the purchase
price of the shares of POCNL will be increased by US$10 million per
month for the period
from December 1, 2013 up to but excluding the Outside Date of January
31, 2014 and will be calculated on a pro rata basis where the
completion date of the ConocoPhillips Acquisition does not occur on
the last day of the month. Any increase in the purchase price as a
result of this consideration will be an adjustment to the net
purchase price payable at completion of the ConocoPhillips
Acquisition.
As a result of the amendments referred to above, the net purchase
price payable to complete the ConocoPhillips Acquisition is estimated
to be approximately US$1.23 billion (after deducting the Deposit
(including the increase referred to above) and giving effect to
adjustments as of the Outside Date).
Amendment to Loan Agreement with Oando
Oando Energy Resources also announces that it has amended the loan
agreement and associated repayment deed, each dated May 30, 2013, as
amended, with Oando, the holder of 94.6% of the shares of Oando
Energy Resources, to increase the amount loaned to the Company by
US$15 million. The increase in the principal amount is being borrowed
in order for Oando Energy Resources to fund the increase in the
Deposit required to be paid to ConocoPhillips. The additional US$15
million will bear an annual interest rate of 5% and be repayable in
cash on December 31, 2013. As a result of the increase in the
principal amount by US$15 million, the aggregate principal amount
owing by Oando Energy Resources to Oando will be US$401 million.
The Corporate Governance Committee of Oando Energy Resources,
comprising independent directors unrelated to Oando, unanimously
recommended approval of the amendments to the loan agreement and
repayment deed to the board of the Company who then approved them
(with directors affiliated with Oando abstaining from the vote).
Forward Looking Statements:
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. These include, but
are not limited to: risks related to international operations, the
actual results of current exploration and drilling activities,
changes in project parameters as plans continue to be refined and the
future price of crude oil. Accordingly, readers should not place
undue reliance on the forward-looking statements. Readers are
cautioned that the foregoing list of factors is not exhaustive.
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) for 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.
Unquote
For further information please contact:
Tokunboh Akindele Ayo Ajose-Adeogun
Head, Investor Relations Chief, Strategy Officer
aakindele@oandoplc.com aajose-adeogun@oandoplc.com
Tel: +234 (1) 2601290-9, Ext Tel: +234 (1) 2601290-9, Ext
6396 6296
2 December 2013
Sandton
JSE Sponsor
Macquarie First South Capital (Proprietary) Limited
Date: 02/12/2013 04:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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