OANDO ENERGY RESOURCES, TRANSACTION WITH OANDO PLC TO ACQUIRE OER MINORITY SHARES
CALGARY, ALBERTA, FEBRUARY 3, 2016 – Oando Energy Resources Inc. (“OER” or the “Company”) (TSX: OER) today announced that it has filed on SEDAR and is mailing a Notice of Meeting and Management Information Circular (the “Circular”) in respect of a special meeting of shareholders (the “Meeting”) scheduled to be held on February 25, 2016 in Vancouver, British Columbia.
The documents present the reasons for the unanimous recommendation from OER’s Board of Directors that shareholders vote IN FAVOUR of a special resolution (the “Special Resolution”) to approve a proposed plan of arrangement (the “Arrangement”) with Oando PLC and Oando E&P Holdings Limited (the “Purchaser”). As announced on December 22, 2015, pursuant to the Arrangement, the Purchaser will acquire all of the issued and outstanding common shares of OER (the “Common Shares”).
The record date (the “Record Date”) for shareholders entitled to attend and vote at the Meeting has been set at January 19, 2016. The Meeting will be held at the offices of Cassels Brock & Blackwell LLP, 885 W Georgia St., Suite 2200, Vancouver, British Columbia, V6C 3E8 at 10:00 (Vancouver Time) on Thursday, February 25, 2016.
As part of this transaction, the Company has notified the TSX and applied for the delisting of the Common Shares upon completion of the Arrangement. In addition, in accordance with Section 720 of the TSX Company Manual, the Company has applied to voluntarily delist the common share purchase warrants issued by the Company (the “Warrants”) from the facilities of the TSX upon completion of the Arrangement and an exemption from the requirement for security holder approval of such delisting is available pursuant Section 604(f) of the TSX Company Manual because Oando PLC holds more than 90% of the Common Shares.
Shareholders are recommended to vote IN FAVOUR of the Special Resolution. All Shareholders of record as at the close of business on the Record Date are entitled to vote at the Meeting. Shareholders who are the registered holders of Common Shares directly in their names and hold certificates representing their Common Shares should cast their votes no later than 10:00 a.m. (Vancouver Time) on Tuesday, February 23, 2016. Shareholders who are not registered as the holders of their Common Shares but hold their Common Shares through a broker, custodian, nominee or other intermediary should cast their votes no later than 10:00 a.m. (Vancouver Time) on Monday, February 22, 2016. Further information on voting, including specific details of how to vote, can be found in the Circular.
Completion of the Arrangement, including the delisting of the Common Shares and Warrants from the facilities of the TSX, will be subject to, among other things, approval by the syndicate of lenders in OER’s US$450 million senior secured facility.
Copies of the Arrangement Agreement, the Circular and certain related documents have been filed with Canadian securities regulators and are available under the Company’s profile on the Canadian SEDAR website at www.sedar.com.
Source: OER, NSE