OANDO PLC - Reaches agreement to sell an equity stake in its downstream business to a Joint Venture.

Reaches agreement to sell an equity stake in its downstream business to a Joint Venture.

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: OANDO
ISIN: NGOANDO00002

OANDO PLC REACHES AGREEMENT TO SELL AN EQUITY STAKE IN ITS
DOWNSTREAM BUSINESSES TO A JOINT VENTURE CONSISTING OF HELIOS
INVESTMENT PARTNERS AND VITOL SUBJECT TO RECEIPT OF RELEVANT
REGULATORY APPROVALS

LAGOS, NIGERIA June 30, 2015 – Oando Plc ("Oando") (OANDO:NL), an
integrated oil and gas company headquartered in Nigeria, is pleased to announce
that it has entered into a definitive agreement with HV Investments II B.V., (“HVI”), a
joint venture owned by a fund advised by Helios Investment Partners (“Helios”) and
The Vitol Group (“Vitol”), to acquire 51% of the voting rights and 60% of the
economic rights in Oando’s downstream businesses (“Oando Downstream”), for circa
US$276 million, conditional upon the receipt of regulatory approvals and subject to
customary purchase price adjustments, including working capital (the “Acquisition”).

Commenting on the transaction, Wale Tinubu, CEO of Oando Plc stated, “This
transaction is an exciting development in downstream West Africa. By working with
Vitol, a global energy and Commodities Company and the largest independent trader
of energy products, and Helios, a premier Africa-focused private investment firm,
Oando Plc has repositioned Oando Downstream for a new era of investment growth
and profitability. Importantly, the divestment enables Oando Plc to focus on its
upstream and midstream businesses. Even as proceeds of the sale will be applied
almost entirely to reducing Oando’s leverage, we underscore the portfolio
rationalization achieved alongside the balance sheet optimization.”

The Oando downstream businesses primarily consist of:

a) Oando Marketing Plc (“OMP”), a petroleum product retailing and distribution
   company with over 400 retail outlets and strategically located terminals in Nigeria,
   Ghana and Togo. OMP distributes premium motor spirit, automotive gas oil, dual-
   purpose kerosene, aviation turbine kerosene, low pour fuel oil, lubricating oils,
   greases, bitumen and liquefied petroleum gas. Key OMP subsidiaries that are
   part of the Acquisition include, Oando Ghana Limited, Oando Togo SA, and
   Clean Cooking Fuel Investments Ltd.

b) Oando Supply & Trading Limited (“OS&T”), a leading indigenous physical
   trader of petroleum products in the sub-Saharan region, supplying and trading
   crude oil and refined petroleum products. OS&T trades large volume cargoes to
   major oil marketers and independent marketers in Nigeria.
c) Oando Trading Limited (Bermuda) (“OTB”), an entity involved in the trading of
   crude oil and refined petroleum products in international markets.
d) Apapa SPM Limited, the marina jetty and subsea pipeline system capable of
   berthing large vessels that will increase the delivery capacity and offloading
   efficiency of petroleum products into major petroleum marketers’ storage facilities
   at Apapa, Lagos.
e) Ebony Oil & Gas Limited, the Ghanaian supply and trading entity with a
   provisional bulk distribution company license supplying white products.


Pursuant to the Acquisition, a special purpose vehicle will hold 100% of the economic
interests and 49% of the voting rights of Oando Downstream.


The total consideration of US$461.3 million will be funded by a US$276.8 million
cash contribution from HVI and US$184.5 million in preference shares issued to
Oando Plc, subject to customary purchase price adjustments, including working
capital and long-term debt. At closing, HVI will own 60% of the special purpose
vehicle, while Oando Plc will hold a 40% stake.

About Oando Plc
Oando Plc is the largest integrated energy solutions group in Sub-Saharan Africa. It
has a primary and secondary listing on the Nigerian Stock Exchange the
Johannesburg Stock Exchange respectively. It also has an upstream listing on the
Toronto Stock Exchange. The company has a market capitalization of over $1 Billion
and 2013 revenues of $2.9 billion.

Oando Plc has emerged as Nigeria’s leading indigenous energy company with fully
integrated operations in the upstream, midstream and downstream divisions of the oil
and gas sector. The group through its exploration and production subsidiaries holds
interests in 19 licenses for the production, exploration, and development of oil and
gas assets located onshore, swamp, and deep offshore. Its energy services business
is an indigenous provider of oilfield services to operators in the oil and gas industry in
Nigeria.

Oando Gas & Power is the largest private sector natural gas distributor and
developer of Nigeria’s foremost natural gas distribution network, distributing and
selling natural gas to industrial and commercial off-takers in Nigeria; in addition to
developing and operating power plants. The downstream division consists of Oando
Marketing, Oando Supply and Trading and Oando Terminals, which together are the
leading indigenous suppliers and marketers of petroleum products in Sub-Saharan
Africa.

The company is led by a highly skilled and experienced management team and labor
force with a successful track record and wealth of cognate and relevant Oil & Gas
experience across the industry.

About Helios Investment Partners
Helios Investment Partners is an Africa-focused investment firm managing funds
totaling over $3 billion. Helios’ diverse LP base comprises a broad range of the
world’s leading investors, including sovereign wealth funds, corporate and public
pension funds, endowments and foundations, funds of funds, family offices and
development finance institutions across the US, Europe, Asia and Africa.
Established in 2004, led and managed by a predominantly African team and based in
London, Lagos and Nairobi, Helios has completed investments in countries across
the African continent, including Nigeria, Ghana, Kenya, Tanzania, Angola, South
Africa and Morocco. Helios’ portfolio companies operate in more than 35 countries in
all regions of the continent. Helios bridges international capital and know-how to
African talent and enterprise. The firm has a record of successful investment in
businesses from start-ups to large corporate carve-outs, building African market
leaders in core economic sectors and driving strong returns via portfolio operations.

Further details on Helios Investment Partners can be found at:
www.heliosinvestment.com


About The Vitol Group

The Vitol Group was founded in 1966 in Rotterdam, the Netherlands. Since then
the company has grown significantly to become a major participant in world
commodity markets and is now the world’s largest independent energy trader. Its
trading portfolio includes crude oil, oil products, LPG, LNG, natural gas, coal,
electricity, agricultural products, metals and carbon emissions. Vitol trades with all
the major national oil companies, the integrated oil majors and the independent
refiners and traders. Globally, Vitol trades over 5 million barrels of crude oil and oil
products per day and revenues in 2014 were $270 billion.

For more information: www.vitol.com

For more information please contact:

Jubril Adewale Tinubu
Chief Executive Officer
Oando Plc
jatinubu@oandoplc.com
+234 (1) 270 2400


Tokunboh Akindele
Head, Investor Relations
Oando Plc
takindele@oandoplc.com
+234 (1) 270 2496

Website: www.oandoplc.com

JSE Sponsor
Sasfin Capital
(a division of Sasfin Bank Limited)


30 June 2015

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