Oando Proposes Cross-Border Listing As Shareholders Consider Resolutions

Oando Plc is seeking shareholders’ approval to list its shares on one or more foreign stock exchanges as part of a proposed cross-border listing initiative aimed at expanding the company’s access to international capital markets.

The proposal is contained in the agenda for the company’s 47th Annual General Meeting (AGM), scheduled to hold virtually in September.

Under the special business to be considered at the AGM, Oando is asking shareholders to authorise its Board of Directors to approve and implement the listing of the company’s shares on such other stock exchange or exchanges as the directors may consider appropriate.

The proposed resolution would also empower the directors to take all necessary steps, execute relevant documents and undertake other actions required to complete the listing and comply with the rules and requirements of any selected foreign exchange.

The approval, however, would remain subject to obtaining all regulatory approvals required under applicable laws.

If approved, the mandate would provide Oando with greater flexibility to pursue listings outside Nigeria and potentially broaden the market through which its shares can be accessed and traded by international investors.

The company’s proposal comes as part of a broader set of resolutions to be presented to shareholders at the AGM, including amendments to its Memorandum and Articles of Association, related-party transaction mandates and directors’ remuneration.

The cross-border listing resolution is specifically structured as a special resolution, requiring shareholder approval before the company can proceed with the proposed mandate.

Oando said the proposed authorisation would allow the directors to determine the stock exchange or exchanges considered suitable for the company’s shares, rather than limiting the mandate to a particular foreign market at this stage.

The proposed resolution states that the directors would be authorised to approve and effect the listing of the company’s shares on other stock exchanges, including through cross-border listings, and undertake all actions necessary to satisfy the relevant listing requirements.

The company would also be required to secure regulatory approvals applicable to any proposed foreign listing before implementation.

Cross-border listings can provide companies with access to a broader pool of investors, improve international visibility and potentially enhance the liquidity and market reach of their securities.

For Oando, the proposed mandate could provide an avenue to deepen its engagement with international capital markets as the company continues to position itself as an integrated energy company with operations and investments spanning multiple markets.

In addition to the cross-border listing proposal, shareholders will consider a resolution approving a general mandate for transactions with related parties and interested persons.

The proposed mandate would permit Oando to procure goods, services and financing from related parties or interested persons for its day-to-day operations, provided such transactions are conducted on normal commercial terms and in accordance with the company’s transfer pricing policy and applicable Nigerian transfer pricing regulations.

Shareholders will also be asked to ratify qualifying related-party transactions entered into before the AGM.

Another major item on the agenda is a proposed amendment to the company’s Articles of Association to expressly permit general meetings to be held physically, electronically or virtually, or through a hybrid arrangement, subject to applicable law and preservation of shareholders’ rights to participate and vote.

Oando is also proposing an amendment to its Memorandum of Association to expand its objects clause to cover activities relating to digital assets and digital representations of value, rights, interests, obligations and ownership.

The proposed amendment would cover activities including the design, development, acquisition, ownership, financing, investment, issuance, operation, management, administration, commercialisation, trading, settlement, safeguarding, recording, storage and processing of digital assets, subject to applicable laws and regulations.