The Federal High Court, Lagos Division has adjourned to March 30, 2023, to file its Scheme of Arrangement document following a petition filed on March 25, 2021, at the Court by fourteen shareholders of Oando holding a total of 299,257,869 shares.
This disclosure is contained in the company’s notice to the Nigerian Exchange Limited and obtained by Nairametrics.
Adjournment: Oando in a statement signed by Ayotola Jagun, the Company Secretary noted that the Federal High Court, Lagos Division 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.
“This matter has now been adjourned to March 30, 2023, for the report of compliance with the Court’s order dated June 7, 2022, directing the Company to file its Scheme of Arrangement document with the Securities and Exchange Commission (SEC) and the NGX, among other orders,” the statement noted.
Recall: According to Jagun in a recent press release, the Petition was filed for and on behalf of Oando’s minority shareholders led by Venus Construction Company Limited and was brought pursuant to sections 353, 354 and 355 of the Companies and Allied Matters Act 2020 (CAMA).
Ocean and Oil Development Partners Limited (OODP) and Oando were listed as 1st and 2nd Respondents. The Petitioners requested that the Court orders the buyout of their entire shareholding either by OODP.
OODP in response to the Petition, filed an Answer and a Cross Petition dated 15th March 2022 stating that 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 also filed an answer to the Petition. It did not challenge the prayers of the Petitioners, but clarified misconceptions contained in the petition in relation to the management of its affairs.
Further to Oando’s inability to meet the initial timeline the Court gave, the company applied for an extension of time to comply with the Court Orders.
What the court ruled: On October 18, 2022, the Court granted the following orders in respect of the Company’s application for an extension of time to file the Scheme Document:
An order granting a further extension of 90 days or such time as Oando may deem necessary within which Oando may comply with the Court Order to prepare the Scheme Document for submission to the SEC and NGX for the acquisition of the shares of all minority shareholders by OODP.
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 Court adjourned the Petition to January 26, 2023, for the report of compliance. Against this backdrop and within the Court’s specified timeline, the Company shall develop for submission to SEC and NGX, the Scheme Document for OODP’s purchase of all the Company’s minority shareholders.