Investors left in dark, as Judge’s absence stalls Oando’s acquisition petition

Hearing of the petition filed by Oando’s minority shareholders led by Venus Construction Company Limited has been delayed following the judge’s absence.

The petition was brought forward before the Federal High Court on January 26, 2023; however, the presiding judge didn’t sit, forcing the matter to be adjourned to March 30, 2023.

This was revealed in a corporate document obtained by Ripples Nigeria on Saturday, dated February 17, 2023, and sent to shareholders and investing public.

“Kindly note that the Federal High Court, Lagos Division (the “Court”) did not sit on the last adjourned date of January 26, 2023, previously communicated in the Press Release, due to the unavoidable absence of the presiding Judge,” the document reads.

Oando said the adjournment has affected its filing of the Scheme of Arrangement document (the “Scheme Document”) with the Securities and Exchange Commission (SEC) and the NGX, among other orders.

The Scheme of Arrangement centers on the acquisition of 299,257,869 shares by Ocean and Oil Development Partners Limited (OODP), which was offered by the 14 minority shareholders led by Venus Construction.

Ripples Nigeria gathered that the minority shareholders filed the petition on March 25, 2021, to sell their shares to either Oando or the majority shareholder, Ocean and Oil Development Partners Limited.

The minority investors are currently in the dark as regards the scheme of the arrangement, considering the hearing of compliance has now been adjourned thrice.

What you need to know

The Court, in its June 7, 2022 ruling, had ordered amongst others as follows (the “Court Orders”):

An order that Oando shall prepare within 30 days the 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 NGX as may be Necessary.

Read also:NNPC Limited acquires Oando filling stations, others

An order directing Oando 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

Oando was unable to meet the timeline, forcing the court on October 18, 2022, to hand Oando 90 days or such time to prepare the Scheme Document for submission to the SEC and NGX for the acquisition of the shares of all minority shareholders by OODP.

The court also gave 60 days or such time for Oando 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.

Consequently, the court adjourned the petition to January 26, 2023, for the report of compliance. The date has now been shifted to March 30, 2023.

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