The Company will subsequently be delisted from NGX and JSE
and re-registered as a private company (the
transaction).
It is intended that the Transaction will be executed through
a Scheme of Arrangement (‘’Scheme”), in accordance with Section 715 of the Companies
and Allied Matters Act, 2020 (as amended), and other applicable laws, rules,
and regulations.
Under the Scheme, each Scheme Shareholder shall be entitled
to receive the sum of N7.07 in cash or its equivalent in South African Rand
(ZAR) for every ordinary share held by the qualified Scheme Shareholders at the
Effective Date of the Scheme (“Scheme Consideration”).
The proposed Scheme Consideration represents a 58percent
premium to the last traded share price of Oando on 28 March 2023, being the day
prior to the date of submission of the Scheme application to the Securities and
Exchange Commission (SEC).
Oando has applied for the SEC’s ‘No Objection’ to the
Scheme. The effectiveness of the Scheme is subject to the approval of the
shareholders of Oando at the Court-Ordered Meeting of the Company, as well as
the sanction of the Federal High Court.
The terms and conditions of the Transaction will be provided
in the Scheme Document which will be dispatched to all shareholders following
the receipt of an order from the Federal High Court to convene a Court-Ordered
Meeting.
If the conditions of the Transaction are satisfied and same
is sanctioned by the Federal High Court, the Company will be delisted from NGX
and JSE and re-registered as a private company.
Further details will be communicated to the market upon
receipt of requisite approvals from shareholders and regulators.
Shareholders of Oando are advised to exercise caution when dealing in the shares of Oando until a further announcement is made.