| Mon 2 Jul 2007, 13:02 | | OAO - Oando Plc - Results of AGM EGM and Court or |
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OAO
UNTP
OAO - Oando Plc - Results of AGM, EGM and Court ordered Scheme meetings
Oando Plc
(Incorporated in Nigeria and registered as
an external company in South Africa)
Registration number RC6474
(External company registration number 2005/038824/10)
Share code on the JSE Limited: OAO
Share code on the Nigerian Stock Exchange: UNTP
ISIN: NG00000UNTP0
("Oando" or "the Company")
RESULTS OF THE 30th ANNUAL GENERAL MEETING, THE EXTRAORDINARY GENERAL MEETING
AND THE COURT ORDERED MEETINGS ON THE SCHEMES OF ARRANGEMENT
RESULT OF THE 30th ANNUAL GENERAL MEETING
Shareholders are advised that the following ordinary resolutions proposed in the
notice to shareholders, were unanimously passed at the annual general meeting of
the Company held at 10:00 on Thursday, 28 June 2007:
Dividend payment
The shareholders approved the dividend payment of 400 kobo per share payable to
holders of ordinary shares registered on the Nigerian register at the close of
business on 27 April 2007 and to holders of ordinary shares registered on the
South African register at the close of business on 26 April 2007. The dividend
was paid on Friday, 29 June 2007, subject to withholding tax.
Election of members of the audit committee
The following persons were elected as the members of the audit committee for the
2006 accounts:
Prince F. N. Atako
Chief Mrs. Eniola Fadayomi
Mr. Job Onwugbara
Mr. Oboden Ibru
Mr. Ike Osakwe
Mr. Habibu Mohammad Ma`aruf
Fixing of Auditors` remuneration
The directors were authorised to fix the auditors` remuneration.
Re-election of directors
The following directors were re-elected as directors of the Company:
Prince Felix N. Atako JP
Alhaji Hamidu Mahmud
Mr. Oboden Ibru
The motion for Mr. Osaze Osifo`s re-election was denied.
The recommendation by the directors, pursuant to article 95 of the Company`s
articles of association, to elect Mr. Mobolaji Olatunbosun Osunsanya, was
approved and he was unanimously elected director of the Company.
Approval of the remuneration of non-executive directors
The remuneration of the non-executive directors of the Company remained N600,000
per annum for the Chairman and N550,000 per annum each for the other non-
executive directors.
RESULT OF THE EXTRAORDINARY GENERAL MEETING
Shareholders are advised that the following special resolutions proposed in the
notice to shareholders, were unanimously passed at the extraordinary general
meeting of the Company held at 12:00 on Thursday, 28 June 2007:
1. Increase of authorised share capital
The authorised share capital of the Company was increased from N400,000,000 to
N500,000,000 by the creation and addition thereto, of 200,000,000 ordinary
shares of 50 kobo each, such new shares to rank pari passu in all respects with
the existing ordinary shares in the capital of the Company.
Amendment of Clause 6 and Article 3 respectively of the Company`s Memorandum and
Articles of Association
Clause 6 and Article 3 respectively of the Company`s Memorandum and Articles of
Association was amended to reflect the new authorised share capital of
N500,000,000 divided into 1,000,000,000 ordinary shares of 50 kobo each.
3. Inclusion of new Article
The Articles of Association were amended by the inclusion of the following new
Article: "Pursuant to the provisions of the Act, the Company may accept such
consideration, whether cash or other valuable consideration, or partly cash and
partly a valuable consideration other than cash, for the issuance of its
shares."
RESULT OF THE COURT ORDERED MEETING ON THE SCHEME OF ARRANGEMENT: OANDO AND
OCEAN AND OIL INVESTMENTS LIMITED ("OOI") AND OANDO AND IDENTIFIED SHARREHOLDERS
OF GASLINK NIGERIA LIMITED ("GASLINK")
Further to the announcements released on SENS on 6 June 2007 and 22 June 2007,
Oando announces that the Court ordered scheme of arrangement, pursuant to
Section 539 of the Companies and Allied Matters Act Cap. C20 LFN 2004 ("the
Scheme") has been approved by shareholders representing 99.99% of the votes cast
at the Scheme Meeting held at 13:00 on Thursday, 28 June 2007.
Application will be made to the Federal High Court ("the Court") to sanction the
Scheme. If the Scheme is authorised the Company will effect the issuance of new
shares to OOI in consideration for the transfer to the Company, of OOI`s shares
held in the following companies:
Oando Energy Services Limited
Oando Supply and Trading Limited
Oando Exploration and Production Limited
Oando Production and Development Company Limited
Oando Trading Limited
The Company was authorised to effect the issuance of new shares to twelve
identified shareholders of the Company, who are also shareholders of Gaslink in
consideration for the transfer to the Company, of the shares held by the said
identified shareholders in Gaslink.
As announced on 22 June 2007, the sanction of the Scheme by the Court is subject
to the following conditions precedent:
Oando obtains a fair and reasonable opinion; and
Oando complies with Schedule 25 of the JSE Limited`s Listings Requirements with
respect to working capital.
RESULTS OF THE COURT ORDERED MEETING ON THE SCHEME OF ARRANGEMENT:
OANDO/OANDO MARKETING LIMITED ("OANDO MARKETING")
Oando`s shareholders unanimously approved the carve out and transfer of the
downstream petroleum marketing business hitherto carried out by the Company to
Oando Marketing together with the assets, liabilities and undertakings including
real properties and intellectual property rights attached to the said downstream
marketing business transferred to Oando Marketing, by way of a Scheme of
Arrangement pursuant to Section 100 of the Investments And Securities Act Cap
I24 Laws of the Federation of Nigeria 2004 ("the Scheme") in consideration for
the issuance of 49,750,000 shares to the Company in Oando Marketing`s share
capital.
The shareholders approved the Scheme, a print of which was submitted to it and
for the purpose of the identification subscribed by the Chairman. The directors
were authorised to consent to any modifications of the Scheme that the Court
shall think fit to impose and approve.
The Board of Directors of the Company were authorised to take necessary actions
to put the Scheme into effect.
The resolutions will be registered by the Registrar of Companies in South
Africa.
FURTHER ANNOUNCEMENTS
Further announcements will be made when the conditions precedent set out above
have been fulfilled as well as the expected date of the Court meeting to
sanction the Scheme and the date of listing of the additional Oando shares.
Johannesburg
2 July 2007
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
E-mail: info@oandoplc.com
Date: 02/07/2007 13:02:00 Produced by the JSE SENS Department.
