The board of Nigeria’s leading indigenous energy group – Oando Plc, says it may seek voluntary delisting of its shares from the Nigerian Exchange Limited soon, if ongoing plans to buyout the 42.63% minority shares by Ocean and Oil Development Partners Limited (OODP) is approved by all the minority shareholders at a court-ordered meeting.
The decision, the group said in a statement by Ayotola Jagun, Oando Plc’s Chief Compliance Officer & Company Secretary, on the NGX portal, arose from a court ruling following a petition filed on March 25, 2021, at the Federal High Court, Lagos by 14 shareholders of Oando, who together hold a total of 299,257,869 shares, on behalf of the Oando’s minority shareholders led by Venus Construction Company Limited.
The suit was brought pursuant to sections 353, 354 and 355 of the Companies and Allied Matters Act 2020 (CAMA), with OODP and Oando listed as first and second respondents respectively.
The statement put OODP’s shareholding in Oando Plc at 57.37%, while the minority shareholders own 42.63%.
“The petitioners requested that the Court order the buyout of their entire shareholding either by OODP or Oando,” based on their belief that such would be in their best interest as well as that of the company.
In its cross-petition, OODP had stated its willingness to buy out all the minority shareholders of Oando via a court-ordered Scheme of Arrangement (pursuant to Section 715 of the Companies and Allied Matters Act 2020) to be approved by Oando’s shareholders at a general meeting.”
The court, therefore, directed “Oando to carry out a Scheme of Arrangement in accordance with the provisions of the Companies and Allied Matters Act 2020 to consider OODP’s proposal to buy out the shares of all the minority shareholders in Oando.
It further ordered “that Oando shall prepare within 30 days a Scheme Document for the purchase of all the Minority Shareholders shares in Oando Plc for submission to the Securities and Exchange Commission (SEC) and/or the Nigerian Exchange Limited (NGX) as may be necessary.”
Oando Plc is, therefore, “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 Nigeria for the purchase of all the minority shareholders’ shares in Oando Plc.
If at the court-ordered meeting “of the minority shareholders, the Scheme is approved by a majority representing not less than three-quarters (3/4) in value of the shares held by the members being present and voting either in person or by proxy, the reports of the court-ordered meetings be presented to the court within 30 days, for an order of this Honourable Court to sanction the Scheme.”
The statement added that “within the next 30 days, the Company shall develop for submission to the NGX and SEC (Securities & Exchange Commission), a Scheme Document for OODP’s purchase of all the Company’s minority shareholders.