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Rights Issue - Revised Terms and Dates
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 - REVISED TERMS AND DATES
This announcement is only applicable to Oando shareholders who were recorded on the
South African share register at the close of business on Friday, 19 December 2014, and
were entitled to participate in the Initial Rights Issue (as defined below).
The distribution of this announcement, the Initial Rights Issue and Amended Rights Issue (as
defined below), and the transfer of the Initial Rights Issue shares and Amended Rights Issue
shares and/or the rights to subscribe for the Initial 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 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 taking up rights under the Rights Issue or
Amended 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
On Tuesday, 2 December 2014, the Company published a declaration and finalisation
announcement on the Stock Exchange News Service operated by the JSE Limited (“SENS”)
relating to a rights issue of 2,217,265,184 ordinary shares of 50 kobo each at an issue price
of NGN22.00 (ZAR1.3138) per share on the basis of one (1) new ordinary share for every
four (4) ordinary shares held (“Initial Rights Issue”). The Initial Rights Issue closed for
shareholders recorded on the Company’s South African share register (“Shareholders”) at
12h00 on Friday, 9 January 2015, and was expected to close on Wednesday, 14 January
2015, for shareholders recorded on the Company’s Nigerian share register. Following the
receipt of regulatory approvals in Nigeria, the Initial Rights Issue was extended in Nigeria
until Wednesday, 28 January 2015. In terms of the Initial Rights Issue, shareholders were
also invited to apply for additional Rights Issue (“Excess Rights Issue”) shares over and
above their entitlement.
2. AMENDMENT TO THE INITIAL RIGHTS ISSUE
Market conditions and predominantly declining crude oil prices have had a negative impact
on Oando’s share price on both the Nigerian Stock Exchange (“NSE”) and the exchange
operated by JSE Limited (“JSE”) during the period that the Initial Rights Issue was open.
In order to better align the terms of the Initial Rights Issue with current market conditions, the
board of the Company formally resolved to amend the terms of the Initial Rights Issue to the
issue of 2,956,353,579 ordinary shares of 50 kobo each at an issue price of NGN16.50 per
share (ZAR 0.9853 using the currency conversion rate of ZAR1=NGN16.7456 as at 17h00
South African time on Monday, 1 December 2014), on the basis of one (1) ordinary share for
every 3 (three) ordinary shares held (“the Amended Rights Issue”). The requisite
regulatory approval for the Amended Rights Issue was obtained from the Nigerian Securities
& Exchange Commission and shareholders recorded on the Nigerian share register have
been notified of this amendment. As the Initial Rights Issue closed on Friday, 9 January
2015, the JSE Issuer Regulation Division has been approached with regard to shareholders
recorded on the Company’s South African share register. Given the exceptional
circumstances, the procedures set out in paragraph 3 below will apply in order to facilitate
the Amended Rights Issue in South Africa.
3. ACTION TO BE TAKEN BY SHAREHOLDERS OF OANDO ON THE SOUTH
AFRICAN SHARE REGISTER WITH REGARD TO THE AMDENDED RIGHTS ISSUE
3.1 Shareholders and holders of letters of allocation who were entitled to and
participated in the Initial Rights Issue to the full extent of their entitlement by
12h00 in South Africa on Friday, 9 January 2015 (“Subscribers”)
The Company has resolved that with regard to Subscribers:
- the participation in the Initial Rights Offer is irrevocable i.e. subscriptions
may not be retracted the number of Oando shares to be allocated in terms
of the Initial Rights Issue will be adjusted to reflect the revised ratio of one
(1) ordinary share for every 3 (three) ordinary shares held based on the
rounding principle referred to in paragraph 5 below. Subscribers will be
refunded with any amounts owing to them which arises due to rounding
approximations. Similarly, deficits in subscription amounts as a result of
rounding down approximations will be covered by the Company, to ensure
that no Subscriber is worse off as a result of the change in the Initial Rights
Issue terms. Subscribers will be advised of the adjusted number of shares
to be received in terms of the Amended Rights Issue by their CSDP or
broker;
- Any Excess Rights Issue shares applied for by Subscribers in terms of the
Initial Rights Issue will be adjusted to reflect the price and ratio in terms of
the Amended Rights Issue; and
- Subscribers are invited to apply for Excess Rights Issue shares over and
above their entitlement in terms of the Initial Rights Offer, in the manner
described in paragraph 6 below.
3.2 Shareholders and holders of letters of allocation who were entitled to but did
not participate in the Initial Rights Issue to the full extent of their entitlement by
12h00 in South Africa on Friday, 9 January 2015 (“Non-Participating
Subscribers”)
The Company has resolved that with regard to Non-Participating Subscribers:
- Non-Participating Subscribers are invited to apply for new Oando shares in
accordance with the terms of the Amended Rights Issue i.e. on the basis of
one (1) ordinary share for every 3 (three) ordinary shares held:
o as at Friday, 19 December 2014, in the instance where the
shareholder did not take up their rights on or before Friday 9
January 2015; and
o on the basis of their remaining entitlement on Friday 9 January
2015, in the instance where shareholders partially took up their
rights on or before Friday 9 January 2015,
at an issue price of NGN16.50 (ZAR0.9853) per share.
Shareholders should instruct their Central Securities Depository Participant
(“CSDP”) or broker as to the number of Amended 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 in
accordance with the dates and times set out in paragraph 4 below.
- Non-Participating Subscribers are invited to apply for Excess Rights Issue
shares over and above their entitlement in terms of the Initial Rights Issue,
in the manner described in paragraph 6 below; and
- the right to participate in the Amended Rights Offer Issuer may not be
renounced by Non-Participating Subscribers.
3.3 Shareholders who were entitled to participate in the Initial Rights Issue and
who sold all or some of their letters of allocation prior to the close of trade in
South Africa on Friday, 2 January 2015 (“Exiting Shareholders”)
The Company has resolved that with regards to Exiting Shareholders:
- Exiting Shareholders are invited to apply for Excess Rights Issue shares
over and above their initial entitlement in terms of the Initial Rights Offer, in
the manner described in paragraph 6 below.
4. AMENDED RIGHTS ISSUE TIMETABLE APPLICABLE TO SOUTH AFRICAN
SHAREHOLDERS
Event 2015
Commencement of period for Subscribers, Non-Participating Wednesday, 4 February
Subscribers and Exiting Shareholders entitled to participate in
the manner described in paragraphs 3.1, 3.2 and 3.3 above on
Period to facilitate the Amended Rights Issue for Subscribers, Friday, 20 February
Non-Participating Subscribers and Exiting Shareholders entitled
to participate in the relevant manner described in paragraphs
3.1, 3.2 and 3.3 above closes at 12h00 in South Africa on
Payment in respect of Excess Share applications to be made by Monday, 23 February
Non-Participating Subscribers and Exiting Shareholders and
held in escrow on
Nigerian SEC approval to be received for the allotment of the Tuesday, 31 March
Amended Rights Issue and the Excess Rights Issue shares on
or about
Results of the Amended Rights Issue published on SENS on or Wednesday, 1 April
about
Results of the Amended Rights Issue published in the South Thursday, 2 April
African press on the business day following the release of the
results on SENS on or about
CSDP/broker accounts in respect of dematerialised Tuesday, 28 April
shareholders credited with the Amended Rights Issue and the
Excess Rights Issue shares on or about
Listing of the Amended Rights Issue and Excess Rights Issue Tuesday, 28 April
shares and trading of the Amended Rights Issue and Excess
Rights Issue shares on the JSE commencing at 09h00 on or
about
Notes
1. No transfers between the Nigerian and South African share registers may be
implemented between Wednesday, 4 February 2015, and close of business on Friday,
20 February 2015.
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. Amended Rights Issue and Excess Rights Issue shares may not be traded until the date
of listing, anticipated to be on or about Friday, 24 April 2015.
5. ROUNDING PRINCIPLE
The allocation of Amended Rights Issue and the Excess Rights Issue shares will be such
that shareholders will not be allocated a fraction of an Amended Rights Issue or an Excess
Rights Issue share and as such any shareholding giving rise to a fraction of less than one of
an Amended Rights Issue or an Excess Rights Issue share will be rounded down to the
nearest whole number.
6. EXCESS RIGHTS ISSUE SHARES
Subscribers, Non- Participating Subscribers and Exiting Shareholders 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 custody agreement entered
into between such dematerialised shareholder and his/her CSDP or broker in accordance
with the dates and times set out in paragraph 4 above. 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.
It is expected that the Excess Rights Issue shares will be allotted on or about Friday, 27
March 2015. Shareholders who have applied for Excess Rights Issue shares in terms of the
Amended Rights Offer should similarly make payment in respect of the Excess Rights Issue
shares by 12h00 on Monday, 23 February 2015, to be held in escrow. The listing of the
Excess Rights Issue shares is anticipated to take place on or about Friday, 24 April 2015.
If any subscription for Excess Rights Issue shares is not accepted or is accepted for fewer
shares than the number applied for, shareholders will be refunded for the value of the
additional shares not accepted with accrued interest thereon within five (5) business days
after the date of allotment.
7. REFUND PROCESS
The proceeds received from Shareholders or their renouncees will remain in a designated
escrow account. Should any unforeseen event result in the Amended Rights Issue not
proceeding, the proceeds, together with any accrued interest thereon, will be returned to
shareholders or the renouncees concerned within five (5) business days.
8. ENTITLEMENT TO TRADE IN AMENDED RIGHTS ISSSUE OR EXCESS RIGHTS
ISSUE SHARES
Investors will not be permitted to trade the Amended Rights Issue or Excess Rights Issue
shares until the shares have been listed on or about Friday, 24 April 2015.
9. OFFER PRICE FOR SOUTH AFRICAN SHAREHOLDERS
Shareholders are advised that the currency conversion at 17h00 South African time on
Monday, 1 December 2014 was ZAR1 = NGN16.7456. The issue price per Oando share for
South African shareholders in respect of the Amended Rights Issue is therefore ZAR0.9853.
4 February 2015
Sandton
JSE Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
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
Date: 04/02/2015 05:05:00 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,
information disseminated through SENS.
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