Wrap Text
Oando's official statement on SEC alleged findings
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”)
On October 18, 2017 the SEC issued a public notice stating amongst others that it had:
1. Issued a directive to the Nigerian Stock Exchange (NSE) for a full suspension in the trading
of Oando shares for a period of forty-eight hours followed by a technical suspension until
further directed and;
2. Announced that a forensic audit into the affairs of the Company be conducted by a team
of independent professional firms
Oando is of the view that the SEC’s directives are illegal, invalid and calculated to prejudice the
business of the Company. The Company being dissatisfied with the above mentioned actions and
to safeguard the interests of the Company and its shareholders immediately took steps to file an
action against the SEC and the NSE. On Monday October 23, 2017 the Company obtained an ex-
parte order from the Federal High Court (FHC) granting an interim injunction, as follows:
1. An order restraining the NSE and any other party working on their behalf from giving
effect to the directive of the SEC to implement a technical suspension of the shares of the
Company pending the hearing and determination of the motion for injunction and;
2. An order restraining the SEC and any other parties claiming through or working on behalf
of the Commission from conducting any forensic audit into the affairs of the Company
pending the hearing and determination of the motion for injunction.
The NSE and SEC were served with the enrolled court order today Tuesday, October 24, 2017 after
the technical suspension was carried out by the NSE on Monday, October 23, 2017. In our view
both the NSE and the SEC are legally obliged to comply with the interim orders pending the
substantive determination of the suit.
The Company has found it necessary to take these actions for the following reasons:
1. Having declared to the public that it has acted drastically to suspend the shares of Oando PLC
due to its “weighty” findings in the course of its investigations, SEC then concludes that a
forensic audit is necessary in order to investigate whether its findings are true . This is a clear
contradiction.
How did the SEC arrive at its findings if it cannot be sure of the veracity or otherwise of those
findings and how did it ascribe the appropriate level of weight to be given to those findings,
enough to warrant an immediate suspension followed by a technical suspension of the shares
of the Company, if those findings are still mere allegations at this point.
P age |1
2. The Company has fully co-operated with the SEC since the commencement of this
investigation in May 2017 and provided all information requested. It is evident that
submissions made to the SEC have not been duly considered due to the conclusions reached
and actions taken, as all of the matters raised have been responded to in great detail with all
supporting documents requested by the SEC. The Company repeatedly, through its Chairman,
requested an audience with the SEC to enable it present its case before the Commission but to
date, no invitation has been extended to the Company.
3. Each of the alleged infractions has a penalty as prescribed by the respective provisions of the
ISA, SEC Code, SEC Rules and Regulations, NSE Listing Rules and CAMA; none of them whether
singularly or together warrants the suspension of free trading in the securities of the Company
or the institution of a forensic audit.
4. The latest actions taken by the SEC are prejudicial to the business of the Company as it would
hinder the ability of the Company to enter into new business transactions and affect the
confidence that existing stakeholders (lenders, JV Partners, Vendors etc.) have in transacting
business with the Company. The Company has received numerous queries from critical
stakeholders, including its lenders as a result of the SEC’s actions and an indefinite technical
suspension of its shares as well as an open-ended forensic audit will negatively impact the
ability of the Company to conduct its day-to-day business and meet the expectations of all its
stakeholders.
5. By two letters dated August 24th and August 28th the Chairman of Oando petitioned the DG
of the SEC alleging bias and lack of due process in the way and manner in which the SEC has
conducted this investigation. The current action by the SEC, despite its internal findings,
confirms that the SEC appears to be working to its own conclusion rather than looking at the
facts before it and acting in the best interest of the Company and the minority shareholders
whom it claims it seeks to protect.
6. In its most recent communication to the Group Chief Executive (GCE) dated October 17, 2017,
the SEC unilaterally qualified one of the petitioners, Ansbury Inc. as a Whistleblower despite
the fact that Ansbury brought its petition to the SEC as an indirect “shareholder” of the
Company. The Company has from the date of its earliest communication to the SEC on this
matter, challenged both the legal capacity of Ansbury to bring a petition against the Company
and the SEC’s jurisdiction to consider the petition. This is because, Ansbury is not in fact a
shareholder of the Company and furthermore, there is an on-going arbitration in the United
Kingdom in respect of its indirect investment in the Company. Under the SEC’s Complaints
Management Framework it shall not consider any matter which is currently in arbitration. The
unilateral and arbitrary re-classification by the SEC of the basis upon which Ansbury wrote its
petition at this late stage is at odds with accepted principles of fairness and due process. It is
also difficult to understand how Ansbury can be a whistle-blower when the information and
allegations contained in its petition were obtained from the publicly disclosed 2016 Audited
Financial Statements of Oando and based on Ansbury’s own interpretation of those financial
statements.
Page |2
7. The two petitioners, Alhaji Dahiru Mangal and Ansbury Inc. were copied on the SEC’s most
recent communication to the Company’s GCE on October 17, 2017. It is unheard of and
prejudicial to our case for petitioners to be copied on correspondence to the investigated
party on findings yet to be concluded. Throughout this investigation, at no point has the SEC
copied the Company in its correspondence to the petitioners. We are concerned that the
petitioners have been given undue access to what ought to be strictly confidential information
between ourselves and the SEC to the detriment of the Company.
8. The cost implication of the forensic audit (N160, 000,000.00) which is to be borne by the
Company is onerous, unnecessary and irresponsible in light of the above submissions and not
the best use of shareholder funds at this time.
It is our position that the SEC has not presented a strong case to support either the directive to
suspend free trading in the shares of the Company or the engagement of a Forensic Auditor to
conduct an audit into the affairs of the Company. The Company’s response to each of the alleged
findings made by the SEC are stated in the following link https://goo.gl/JJzXZL.
The Company reserves the exercise of its full legal rights in the protection of the Company’s
business and assets whilst remaining committed to act in the best interests of all its shareholders.
For more information, please contact:
Ayotola Jagun
Chief Compliance Officer & Company Secretary
ajagun@oandoplc.com
Alero Balogun
Head, Corporate Communications
albalogun@oandoplc.com
For: Oando PLC
Ayotola Jagun
Chief Compliance Officer & Company Secretary
2, Ajose Adeogun Street,
Victoria Island Lagos, Nigeria
Lagos
25 October 2017
Sponsor: Sasfin Capital (a member of the Sasfin groupP
Date: 25/10/2017 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,
information disseminated through SENS.
Sharenet Sites 
