Buyout Of Minority Shareholders: Oando Gets 90-Day Grace To file Scheme Document

The board of Oando Plc says it has received a Federal High Court Lagos Division approval dated October 18, 2022, extending the time file its Scheme of Arrangement Document for the buyout of minority shareholders by 90 days, or more, and submitting same to the Securities & Exchange Commission (SEC) and the Nigerian Exchange Limited.

The court also granted an order “extending time by 60 days or such time as Oando may deem necessary commencing from the date of preparation and submission of the Scheme Document within which Oando may comply with the Order of the Court made on June 7, 2022, to convene a meeting of holders of its fully paid Ordinary Shares to consider and if thought appropriate, approve a proposed Scheme of Arrangement by the Cross Petitioner/Respondent.”

The petition was subsequently adjourned to January 26, 2023 for the report of compliance, following which Oando Plc is to develop for submission to SEC and NGX, the Scheme Document for OODP’s purchase of all the Company’s minority shareholders.

A statement filed by Ayotola Jagun, Company Secretary, and Alero Balogun, Head Corporate Communications, notified the public of “a ruling made by the Federal High Court on October 18, 2022, extending the time the Company has to file its Scheme of Arrangement document following a petition filed on March 25, 2021, at the Court by 14 shareholders of Oando holding a total of 299,257,869 shares.”

The petition, the company continued, “was filed for and on behalf of Oando’s minority shareholders led by Venus Construction Company Limited and brought pursuant to sections 353, 354 and 355 of the Companies and Allied Matters Act 2020 (CAMA).”

According to the petition, which listed Ocean and Oil Development Partners Limited and Oando as first and second respondents, the petitioners requested that the court orders the buyout of their entire shareholding either by OODP or Oando.

Responding to the cross petition dated March 15, 2022, OODP said it “is willing and ready to buy out the minority shareholders via a members’ scheme of arrangement to Oando for presentation to its shareholders at a general meeting, in order to place itself in a position to inject further capital into Oando and facilitate the reorganization of the company’s capital structure.

Oando, in its own answer, while not challenging the prayers of the petitioners, clarified misconceptions in the petition relating “to the management of its affairs.”

The Court had in its June 7, 2022 ruling ordered amongst others that Oando prepares the Scheme Document for the purchase of all the Minority Shareholders’ shares in Oando Plc within 30 days for submission to the Securities and Exchange Commission (SEC) and/or the NGX as may be necessary. It also directed the company “to convene within 120 days a meeting of the holders of its fully paid ordinary shares or their duly authorised proxies/personal representatives (where it becomes impracticable for any of the holders to attend or vote at a meeting) to consider, and if thought appropriate, approve (with or without modifications) a proposed Scheme of Arrangement by OODP for the purchase of all the minority shareholders’ shares in Oando amongst other things.”

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