The Federal High Court, Lagos Division, has held that it cannot force Oando Plc minority shareholders to sell their shares if they do not want to sell.
The verdict was delivered by Justice Chukwujekwu Joseph Aneke in the case between Venus Construction Co. Ltd and 13 others against Ocean & Oil Development Partner Ltd and another.
About five aggrieved shareholders of Oando Plc had sought to join the suit and set aside the 7th June 2022 Order of the court which mandated Ocean & Oil to buy out all Oando minority shareholders shares at N7.07 per share as purchase price.
Facts of the case
Nairametrics previously reported that the Federal High Court, Lagos Division had further adjourned the petition in Suit No: FHC/L/CP/494/2021-Venus Construction Company Limited &13 others vs. Ocean and Oil Development Partners Limited and Oando PLC, which was filed in Court on March 25, 2021 (the “Petition”) to April 17th 2024.
The adjournment was for the Court to hear pending applications brought before it by certain shareholders seeking to be joined to the Petition while challenging the Court’s order dated June 7, 2022, which among other orders, directed the Company to file its Scheme of Arrangement document (the “Scheme Document”) with the Securities and Exchange Commission (SEC) and the NGX within 30 days.
The court had stated that the adjournment was to allow the company to produce a report of compliance with the Court’s order dated June 7, 2022, which requires it to submit its Scheme of Arrangement document to the Securities and Exchange Commission (SEC) and the NGX within 30 days, along with other instructions.
What the judge said
In his ruling, the judge agreed with the applicants that the petitioners do not represent or have the consent of all Oando shareholders to file the petition.
It further varied its order dated 7th June 2022 but limiting its directive to the shares of the petitioners who have agreed to sell their shares to Ocean & Oil at N7.07 per share.
The judge reached the decision, saying “The court cannot force Oando Minority Shareholders to sell their shares if they do not want to sell. “
What this means is that the shares of the Minority Shareholders will no longer be acquired compulsorily as planned by Ocean & Oil.
The Federal High Court also awarded a cost of N100,000 against the petitioners and in favour of the applicants.
What you should know
- The case against Oando Plc was filed on March 25, 2021, as the minority shareholders of the company filed a petition for Oando requesting a buyout of their entire shareholding either by OODP or Oando Plc.
- However, Oando filed a cross-petition expressing its readiness to buy out all the minority shareholders of Oando via a court-ordered Scheme of Arrangement.
- In March 2023, Oando announced its decision to delist from the NGX and JSE, however, this is subject to approval from the company’s shareholders as well as the Federal High Court. With this court case, the process of delisting has been turbulent hence Oando’s shares are still trading in the NGX.
- Oando closed its trading day on Tuesday, February 6, 2024, at N13.20 per share on the Nigerian Stock Exchange (NGX), recording an 8.3% drop from its previous closing price of N14.40. Oando began the year with a share price of N10.50 and has since gained 25.7% on price valuation.
