After three-year delay, Oando releases 2019, 2020 financial statements, resolves shareholder disputes
Oando Plc has finally released its long-anticipated full-year ended 2019 and 2020 financial statements.
The company experienced a 3-year delay in the release of the company’s results after the Securities and Exchange Commission’s (SEC) suspended its 2018 Annual General Meeting (AGM) following a dispute with an indirect shareholder, Ansbury Investment Inc.
The suspension of the company’s 2018 AGM and attendant issues prevented shareholders from being kept abreast of business operations, a move decried on numerous occasions by Oando and her executives as not being in the best interests of the market.
This is as the minority shareholders of Oando have sought for buyout of their entire shares by the company on the floor of the Nigerian Exchange Limited.
Oando, in a release on the NGX, said: “the outcome of a court ruling following a petition filed on 25th March 2021 at the Federal High Court, Lagos by 14 shareholders of Oando holding a total of 299.258 million shares, which was filed for and on behalf of Oando’s minority shareholders led by Venus Construction Company Limited.
“The shareholders requested that the Court order the buyout of their entire shareholding either by Ocean and Oil Development Partners (OODP) Limited or Oando, as the petitioners believe that this would be in their best interest as well as that of the company.”
The statement added that, “in its response to the Petition, OODP enumerated its position on the statements made in the Petition and also filed a cross petition, stating its willingness to buy out all the minority shareholders of Oando via a court-ordered Scheme of Arrangement (pursuant to Section 715 of the Companies and Allied Matters Act 2020) to be approved by Oando’s shareholders at a general meeting.
Meanwhile, in July 2021, Oando entered into a settlement with the SEC on all matters subject to litigation and other issues flowing therefrom, thus putting an end to one part of the dispute with Ansbury.
Key for Oando was that the SEC did not find the company guilty of any wrongdoing and by way of a settlement, was able to prevent further market disruption and harm to Oando Plc’s shareholders.
After 12 consecutive quarters of profits up until Q3, 2019, the company reported in its 2019 audited financials a loss-after-tax of N207.1 billion largely attributable to impairments for goodwill and loans associated with the indirect shareholder dispute. The settlement of this long-running dispute led to an impairment of N148 billion on financial assets but forms the final resolution and settlement of the dispute with Ansbury, the indirect shareholder whose actions had significantly destroyed shareholder value over the last four years. The company has been resolute in reiterating that all actions taken to date have always been in the interests of all Oando shareholder, furthermore shareholders have consistently asked the company to take all necessary steps to resolve this dispute and move the business forward.
The actions of both SEC and the indirect shareholder contributed largely to eroding its stock’s value significantly from its listing price of an average of N9 per share in 2017, to an average N3 per share in 2022. Despite the loss, this one action has far-reaching and positive implications – the settlement finally takes Ansbury out of the picture and will be a welcome relief for the company, her shareholders and market as it finally allows Management to focus their efforts on setting a new path for growth and value creation for her shareholders.
With 2019 behind it, the company faced a new challenge in 2020 in the form of the COVID-19 pandemic which negatively affected all corporates not just those operating in the oil and gas sector. In the company’s 2020 Full Year End financials, a loss after tax of N132.6 billion, a 36 per cent drop from 2019, was reported. A positive skew in results from the previous year.
Against this backdrop and like other oil and gas players across the world, Oando reported further impairments across financial and non-financial assets which significantly impacted its financials after tax.
The COVID-19 pandemic marked the cause of the third price collapse of the oil and gas industry in 12 years. It was particularly the worst shock among the three as there was an unparalleled decline in the demand for oil as well as its derivatives. This, combined with the inability of OPEC+ to agree to production cuts, resulted in a global excess supply of 35 million barrels a day by the end of Q1 2020.
Commenting on the 2020 results Wale Tinubu, Group Chief Executive, Oando PLC said:
“2020 proved to be an unprecedented year for the global economy due to the impact of the novel COVID-19 pandemic. The Oil & Gas industry was no exception as the year turned out to be one of the most challenging years in its history as we witnessed the lowest oil prices since our sojourn into Nigeria’s upstream sector in 2008, thus negatively impacting our revenue during the period. This resulted in us having to impair a portion of the goodwill on our balance sheet to ensure the carrying value of our assets was a true reflection of the environment we were operating in. Furthermore, the second tranche funding of the settlement of a protracted and disruptive shareholder issue resulted in us taking a further impairment on a category of our financial and non-financial assets. Despite these challenges, our hedging policy and long-term offtake contracts ensured our cash flows were not severely stressed during this period.”
Amidst an uncertain operating environment, the company’s operational performance remained on track as it grew its upstream production by 5 per cent whilst downstream traded volumes of crude oil and refined products ramped up by 13 per cent and 53 per cent respectively.
However, these results are retrospective, being over 2 and 1 year late respectively thus attention should be more on the company’s present-day results specifically it’s 2021 FYE and 2022 quarterlies as these are a true reflection of the company’s most up-to-date financial standing and prospects.
Based on recent initiatives announced by the company, as well as the external operating environment, Oando is very much still operational with highlights that speak to a viable future including its announcement in 2021 of an expansion of its business portfolio to include renewables, a recently signed MoU with Lagos state for the deployment of electric transit buses and EV infrastructure across the state and the sustained high oil prices which the market is relying on to translate to more optimistic financials in 2022.
Meanwhile, on the buyout, the statement on NGX noted “The shareholders requested that the Court order the buyout of their entire shareholding either by Ocean and Oil Development Partners (OODP) Limited or Oando, as the petitioners believe that this would be in their best interest as well as that of the company.”
The statement added that, “in its response to the Petition, OODP enumerated its position on the statements made in the Petition and also filed a cross petition, stating its willingness to buy out all the minority shareholders of Oando via a court-ordered Scheme of Arrangement (pursuant to Section 715 of the Companies and Allied Matters Act 2020) to be approved by Oando’s shareholders at a general meeting.
“In its ruling, the Court stated that “An order directing Oando to carry out a Scheme of Arrangement in accordance with the provisions of the Companies and Allied Matters Act 2020 to consider OODP’s proposal to buy out the shares of all the minority shareholders in Oando.”
The Court granted in respect of the Cross Petition filed by OODP, an order that Oando shall prepare within 30 days a 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 Nigerian Exchange Limited (NGX) as may be necessary.
“An order directing Oando Plc to convene within 120 days a meeting of the holders of its fully paid ordinary shares or their duly authorised proxies/personal representatives to consider, and if thought appropriate, approve a proposed Scheme of Arrangement by OODP Nigeria for the purchase of all the minority shareholders’ shares in Oando, among others.
OODP has a shareholding of 57.37 per cent in Oando Plc and the above-mentioned minority shareholders 42.63 per cent shareholding,” it stressed.
The release further said: “this action precipitated by the petition from certain Oando minority shareholders, if approved by all the minority shareholders at the court-ordered meeting will result in a voluntary delisting of the Company’s shareholding on the NGX in accordance with its guidelines for delisting of securities.”
