LAGOS, NIGERIA June 30, 2015 – Oando Plc (“Oando”) (OANDO:NL), an integrated oil and gas company headquartered in Nigeria, is pleased to announce that a definitive agreement has been executed with HV Investments II B.V., (“HVI”), a joint venture owned by a fund advised by Helios Investment Partners (“Helios”) and The Vitol Group (“Vitol”), to acquire 49% of the voting rights and 60% of the economic rights in Oando’s downstream businesses (“Oando Downstream”), for circa US$276 million, conditional upon the receipt of regulatory approvals and subject to customary purchase price adjustments, including working capital (the “Acquisition”). 51% of the voting rights will be held by Oando and a Nigerian Helios Affiliate in the ratio of 49%:2%, respectively.
Commenting on the transaction, Wale Tinubu, Group Chief Executive (GCE) of Oando Plc stated, “This transaction is an exciting development in downstream West Africa. By working with Vitol, a global energy and Commodities Company and the largest independent trader of energy products, and Helios, a premier Africa-focused private investment firm, Oando Plc has repositioned Oando Downstream for a new era of investment growth and profitability. Importantly, the divestment enables Oando Plc to focus on its upstream and midstream businesses. Even as proceeds of the sale will be applied almost entirely to reducing Oando’s leverage, we underscore the portfolio rationalization achieved alongside the balance sheet optimization.”
The Oando downstream businesses primarily consist of:
a) Oando Marketing Plc (“OMP”), a petroleum product retailing and distribution company with over 400 retail outlets and strategically located terminals in Nigeria, Ghana and Togo. OMP distributes premium motor spirit, automotive gas oil, dual-purpose kerosene, aviation turbine kerosene, low pour fuel oil, lubricating oils, greases, bitumen and liquefied petroleum gas. Key OMP subsidiaries that are part of the Acquisition include, Oando Ghana Limited, Oando Togo SA, and Clean Cooking Fuel Investments Ltd.
b) Oando Supply & Trading Limited (“OS&T”), a leading indigenous physical trader of petroleum products in the sub-Saharan region, supplying and trading crude oil and refined petroleum products. OS&T trades large volume cargoes to major oil marketers and independent marketers in Nigeria.
c) Oando Trading Limited (Bermuda) (“OTB”), an entity involved in the trading of crude oil and refined petroleum products in international markets.
d) Apapa SPM Limited, the marina jetty and subsea pipeline system capable of berthing large vessels that will increase the delivery capacity and offloading efficiency of petroleum products into major petroleum marketers’ storage facilities at Apapa, Lagos.
e) Ebony Oil & Gas Limited, the Ghanaian supply and trading entity with a provisional bulk distribution company license supplying white products.
Pursuant to the Acquisition, a special purpose vehicle will hold 100% of the economic interests and 49% of the voting rights of Oando Downstream.
The total consideration of US$461.3 million will be funded by a US$276.8 million cash contribution from HVI and US$184.5 million in preference shares issued to Oando Plc, subject to customary purchase price adjustments, including working capital and long-term debt.
About Oando Plc
Oando Plc is the largest integrated energy solutions group in Sub-Saharan Africa, with a primary and secondary listing on the Nigerian Stock Exchange and the Johannesburg Stock Exchange respectively. It also has an upstream listing on the Toronto Stock Exchange. The company has a market capitalization of over $1 billion and 2013 revenues of $2.9 billion.
Oando Plc has emerged as Nigeria’s leading indigenous energy company with fully integrated operations in the upstream, midstream and downstream divisions of the oil and gas sector. The group through its exploration and production subsidiaries holds interests in 19 licenses for the production, exploration, and development of oil and gas assets located onshore, swamp, and deep offshore. Its energy services business is an indigenous provider of oilfield services to operators in the oil and gas industry in Nigeria.
Oando Gas & Power is the largest private sector natural gas distributor and developer of Nigeria’s foremost natural gas distribution network, distributing and selling natural gas to industrial and commercial off-takers in Nigeria; in addition to developing and operating power plants. The downstream division consists of Oando Marketing, Oando Supply and Trading and Oando Terminals, which together are the leading indigenous suppliers and marketers of petroleum products in Sub-Saharan Africa.
The company is led by a highly skilled and experienced management team and labor force with a successful track record and wealth of cognate and relevant Oil & Gas experience across the industry.
About Helios Investment Partners
Helios Investment Partners is an Africa-focused investment firm managing funds totaling over $3 billion. Helios’ diverse LP base comprises a broad range of the world’s leading investors, including sovereign wealth funds, corporate and public pension funds, endowments and foundations, funds of funds, family offices and development finance institutions across the US, Europe, Asia and Africa.
Established in 2004, led and managed by a predominantly African team and based in London, Lagos and Nairobi, Helios has completed investments in countries across the African continent, including Nigeria, Ghana, Kenya, Tanzania, Angola, South Africa and Morocco. Helios’ portfolio companies operate in more than 35 countries in all regions of the continent. Helios bridges international capital and know-how to African talent and enterprise. The firm has a record of successful investment in businesses from start-ups to large corporate carve-outs, building African market leaders in core economic sectors and driving strong returns via portfolio operations.
Further details on Helios Investment Partners can be found at: www.heliosinvestment.com
About The Vitol Group
The Vitol Group was founded in 1966 in Rotterdam, the Netherlands. Since then the company has grown significantly to become a major participant in world commodity markets and is now the world’s largest independent energy trader. Its trading portfolio includes crude oil, oil products, LPG, LNG, natural gas, coal, electricity, agricultural products, metals and carbon emissions. Vitol trades with all the major national oil companies, the integrated oil majors and the independent refiners and traders. Globally, Vitol trades over 5 million barrels of crude oil and oil products per day and revenues in 2014 were $270 billion.
