07:00 Mon 18 Dec 2017
Echo Energy PLC - Proposed Acquisition and Notice of General Meeting
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
("Echo" or the "Company")
Proposed acquisition of interests in oil and gas assets in
Placing of 36,391,412 Ordinary Shares at
Intended Open Offer of up to 11,428,572 new Ordinary Shares at
Admission of Enlarged Share Capital to trading on AIM
Notice of General Meeting
The Company expects that trading in the Company's Ordinary Shares on AIM will resume at
Highlights:
· The Company announced on
· Echo is to acquire 50 per cent. working interests in each of the Fracción C, Fracción D and Laguna De Los Capones Concessions and in the Tapi Aike Exploration Permit each located in the Austral basin of
· The Acquisition is expected to provide the Company with a compelling blend of multi tcf exploration potential, appraisal and production.
· On the Tapi Aike Exploration Permit the Competent Person's Report has identified 41 leads over three independent plays, each typically with gross (100%) prospective resources of 50-600 Bcf at the best estimate level; the largest two are assessed as potentially containing 3.8 Tcf and 2.6 Tcf of gas in place (on a gross unrisked basis) in the high case, with three others potentially containing in excess of 1 Tcf (on the same basis), all of these numbers confirming the highly prospective value of the Tapi Aike Exploration Permit.
· Existing gross production of a total of approximately 11.2 mmscfe/d (5.6 mmscfe/d net to the Company, pre-royalty) on Fracción C and Fracción D with, the Directors believe, the potential to significantly increase current gross production across the Concessions to over 80 mmscfe/d over a five year period.
· The Acquisition will provide the Company with a material position in
· Completion of the Acquisition is conditional, inter alia, on the passing of Resolution 1 at the General Meeting.
· The Company has conditionally raised
· The Placing Shares will represent approximately 9.1 per cent. of the Enlarged Share Capital on Admission.
· Following Admission, Echo intends to deploy the Company's existing cash balances and net proceeds of the Placing towards the development of the Licences, and towards the Company's working capital requirements.
· The Company is grateful for the support of all its Shareholders and therefore intends to undertake an Open Offer in
Commenting on the Acquisition Echo's Chief Executive Officer,
"This Transaction will give the Company a material Argentinian position and I am delighted to announce the publication of our AIM admission document and a fundraise at a price equal to the mid-market price prior to suspension in trading. Trading in the Company's ordinary shares is expected to recommence today, with the Transaction expected to complete, subject to shareholder approval, in January. We are delighted to resume trading so quickly ."
This announcement is inside information for the purposes of Article 7 of Regulation 596/2014.
For further information please contact:
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Smith & Williamson (Nominated Adviser) Azhic Basirov
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+44 (0)20 7131 4000
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+44 (0)20 7907 8500
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+44 (0)20 7408 4090
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Patrick d'Ancona
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+44 (0)20 7830 9700 |
Defined terms used in this announcement have the same meaning as set out in the Company's admission document dated
For further information, information provided under AIM Rule 26 and the Company's admission document please see the Company's website: www.echoenergyplc.com.
Introduction
On
The Licences are located in the Austral basin (also known as the Magallanes basin) in the
The Company's existing cash balances and the net proceeds of the Placing will be applied towards the Acquisition and initial work programme across the Licences.
The Company has conditionally raised
At the Placing Price on Admission, Echo will be valued at approximately
In view of the size of the Farm-In relative to the Company, in aggregation with the changes to the business since
Under the AIM Rules, the Acquisition requires the prior approval of a majority of Shareholders voting on an ordinary resolution to be put to Shareholders at a General Meeting, notice of which is set out at the end of the admission document.
If Resolution 1 to approve the Acquisition is duly passed at the General Meeting, the Company's existing quotation on AIM will be cancelled and the Company will apply for the Enlarged Share Capital to be readmitted to trading on AIM.
The issue of the Placing Shares is conditional on, inter alia, the passing of Resolution 1 at the General Meeting.
Application will be made for the Placing Shares to be admitted to trading on AIM, subject to the passing of Resolution 1. It is expected that Admission will take place, and dealings in the Placing Shares will commence on AIM, on 4 January 2018.
Background to, and reasons for, the Acquisition
On
The Company is pursuing this strategy focussed on low cost, onshore gas piped to high value, growing markets - with the intention of identifying, acquiring and developing exploration, development, appraisal and/or producing oil and gas assets in South and
The Directors expect the Acquisition to deliver:
· A material position in
· Existing gross production of a total of approximately 11.2 mmscfe/d (net production of 5.6 mmscfe/d or 1000boe/d, pre-royalty) on the Fracción C and Fracción D Concessions, with, the Directors believe, potential to significantly increase current gross production across the Concessions to over 80 mmscfe/d (net production of 40 mmscfe/d) over a five year period, underpinned by strong local Argentinian gas prices.
· Combined net 2P and net 2C (pre-royalty) reserves and resources of 39.2 bcfe (7.0 mmboe) with an NPV10 of
· Access to multi Tcf exploration potential on the Tapi Aike Exploration Permit where 41 leads across three independent plays have been identified, each typically with gross (100%) prospective resources of 50-600 Bcf at the best estimate level; the largest two are assessed as potentially containing 3.8 Tcf and 2.6 Tcf of gas in place (on a gross unrisked basis) in the high case, with three others potentially containing in excess of 1 Tcf (on the same basis).
· Access to significant exploration and appraisal potential across the Fracción C and Fracción D Concessions with multiple drill ready prospects identified and evaluated in the Competent Persons Report.
· First operations under the Initial Term work programme on the Concessions in Q1 2018, followed by an active drilling and operational work programme across the Licences.
· Technical operatorship by the Company of the Concessions.
Principal terms of the Acquisition Agreements
Pursuant to the Acquisition Agreements and subject to Shareholder approval of the Acquisition at the General Meeting, the Company has agreed to farm-in to 50 per cent. working interests in the Licences on the following terms.
Fracción C, Fracción D and Laguna De Los Capones Concessions
Fracción C, which surrounds the Laguna De Los Capones Concession, covers an area of 5,288km2 and includes 3 existing production facilities and a gas export pipeline connecting directly to the main pipeline to
Fracción D is a 280km2 Concession with existing production facilities and a small initial level of production. The Company has identified significant development, appraisal and exploration potential within the Fracción D Concession.
The area has a proven gas cap already penetrated by a number of wells. The work programme agreed in the CDL Farmout Agreement is designed to explore, appraise and bring into production these resources, utilising existing production facilities and a new 28km pipeline to the gas metering point.
A combined net total of 39.2 bcfe (7.0 mmboe) of 2P reserves and 2C contingent resources are mapped across the Concessions with an NPV10 of
In addition, thirteen exploration prospects within the Concessions (excluding the Fracción D gas cap) are reported on in the CPR included in the admission document with a total EMV10 of
All discoveries across the Concessions are expected to be capable of being brought on stream rapidly and with low incremental costs due to the proximity to existing infrastructure.
The consideration payable under the CDL Farmout Agreement for the acquisition by Echo of the CDL Participation Interest and the TA Participation Interest comprises the following elements:
·
· Echo to meet 100 per cent. of the costs of the works agreed to be undertaken in the Initial Term across the Concessions anticipated to run for approximately 18 months (the carry by Echo of CGC's 50 per cent. working interest on the agreed work programme across the Concessions estimated by the Company to be between
- reprocessing and analysis of existing Laguna De Los Capones 3D seismic;
- acquisition of c.500km2 of 3D seismic on Fracción C;
- drilling and testing of 4 exploration wells on Fracción C and the completion of each of those wells as producing wells in the event of drilling success in each case;
- workover of 3 existing wells on Fracción D;
- drilling, testing and completion (or abandonment) of 1 new well in Fracción D, contingent on satisfactory results arising from the Fracción D workovers; and
- acquisition of c.230km2 of 3D seismic on Fracción D, subject to satisfactory results arising from the workovers and/or contingent development well described above. This requirement to acquire additional 3D seismic may be transferred to Fracción C
· A deferred cash payment of
After the completion of the Initial Term on the Concessions, the Company has the option to progress to the Second Term on the Concessions for which a provisional work programme has been envisaged, including expanding the total seismic acquisition across the Concessions (including that acquired in the Initial Term) to 2,000km2 and drilling a further 8 exploration wells across the Concessions.
On election by the Company to progress to the Second Term on the Concessions, the total carry of CGC's interests in the Concessions by Echo (including all expenditure during the Initial Term) would be capped at a total of
CGC and the Company will enter into a joint operating agreement on completion of the Acquisition with Echo being appointed as technical operator of Fracción C, Fracción D and Laguna De Los Capones.
The main terms of the Concessions are as follows:
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Date of grant of extension |
Date of expiry of extension |
Relinquishment Obligations |
Rights |
Work Programme Obligations |
Other Obligations |
Fracción C |
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13 November 2027 |
Fracción C and Fracción D Concessions required to be relinquished if, by the relevant Concession does not have an audited reserves to production ratio of 4 years taking into account the cumulative production of the last 12 months preceding this date. Exploration acreage to be relinquished if exploration work at a rate of 1 Work Unit (US$ 5000) per year per km2 is not maintained throughout the term of the Concessions |
Exclusive right to produce hydrocarbons from the area specified by the Concessions Right to build pipelines and infrastructure to treat, transport and market hydrocarbons production |
Development work programme requirement of from 2016 to 2020 in CGC's 7 concessions held (including the Concessions) Exploration work in the exploration acreage of one work unit ( year for every km2 of exploration acreage
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Incurring and paying opex expenditure of an average amount of per year for the Concessions |
Fracción D |
22 November 2016 |
13 November 2027 |
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Laguna De Los Capones |
22 November 2016 |
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Tapi Aike
The Exploration Permit is one of the largest onshore blocks in
The consideration payable by the Company to CGC for the acquisition of the TA Participation Interest does not include any upfront cash consideration. Instead, Echo has agreed under the TA Farmout Agreement to carry CGC for 15 per cent. of the total committed work programme costs (total of 65 per cent. of costs attributable to Echo) during the first phase of the Exploration Permit period of 3 years (4 years in the event of tight gas classification).
The work programme over that period comprises reprocessing of selected existing 2D seismic, acquisition and processing of 1,200km2 of 3D seismic and the drilling of 4 exploration wells. Echo's 15 per cent. Carry of CGC for the work programme is anticipated to be between
The Exploration Permit work programme in the first two years following completion of the TA Farmout Agreement is anticipated to comprise 2D seismic re-processing, 3D seismic acquisition planning and the initiation of 3D seismic acquisition.
The main terms of the Exploration Permit are as follows:
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Date of grant |
Date of expiry |
Relinquishment Obligations |
Rights |
Work Programme Obligations |
Other Obligations |
Tapi Aike |
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At the end of the first exploration period or second optional exploration period |
Exclusive right to perform all operations relating to the search of hydrocarbons from the area specified by the Exploration Permit Entitlement to obtain an exclusive 25 year concession for the exploitation of any discovery of hydrocarbons in the area specified by the Exploration Permit |
Exploration work programme of 15,280 work units (approximately work unit and in total based on the Argentinian government's current tariffs in respect of hydrocarbon exploration work) during the term |
Signature bonus of AR$12,000,000 |
Should the Acquisition not be completed by
In the event that the Company fails to obtain Shareholder approval for the Acquisition and fails to satisfy the other conditions in the CDL Farmout Agreement, a further sum of
If the Company fails to obtain Shareholder approval for the Acquisition and fails to satisfy the other conditions in the TA Farmout Agreement, the TA Farmout Agreement shall terminate.
Completion of the Acquisition is conditional, inter alia, on the passing of Resolution 1 at the General Meeting. At the time of Completion, it is anticipated that not all of the consents required for the transfer of the participating interests in the Licences to the Company will have been obtained. It is anticipated that these consents, further details of which are contained in paragraphs 13.1 and 13.2 of Part VI of the admission document, will be obtained within six months following completion of the Acquisition. Should any of the consents not be obtained, then the Company will be granted an economic interest in the Licences until such time as the Company can obtain full legal title.
Information on the Licences
Overview
Exploration for hydrocarbons in the Concession areas began in the 1960s. On the basis of 2D seismic, five oil and gas fields were discovered in Fracción C, Laguna De Los Capones and Fracción D, although all five are now mature and only a few wells remain in production. A further discovery was recently made in 2015 at Laguna de Maria in Fracción C, and the discovery well is currently in production.
Reserves are attributed to continued production from the currently producing wells. Proved plus probable (2P) reserves net to a 50 per cent. working interest amount to 0.51 mmbbl of oil and 6.3 bcf of gas after deduction of the royalty (0.60 mmbbl and 7.5 bcf pre-royalty).
The potential exists to further develop the Laguna de Maria discovery at Fracción C and an earlier discovery adjacent to the Estancia La Maggie field, within Fracción C that has never been developed. There is also the possibility of monetising gas from Fracción D, which until now has had no export route; the Cañadon Salto field contains a gas cap, and there is a gas discovery below the main oil producing reservoir. However, a pipeline would need to be constructed to link the field with the existing San Martin pipeline some 28 km to the west, and it is likely that prior to sanctioning the pipeline, additional discoveries in Fracción D would be required.
Contingent resources are attributed to these potential projects. 2C contingent resources net to a 50 per cent. working interest amount to 0.57 mmbbl of oil and 20.9 bcf of gas after deduction of royalty (0.67 mmbbl and 24.5 bcf pre-royalty).
Thirteen exploration prospects have been identified and reported on in the CPR within Fracción C, Laguna De Los Capones and Fracción D, five of which contain two separate reservoir targets. Five prospects (all in Fracción C) are oil prospects, the remainder gas with condensate. These are all considered to have a reasonable chance of success, given the proximity to existing fields and the fact that a significant part of Fracción C and Laguna De Los Capones is now covered with 3D seismic. Prospective resources attributed to individual prospects at the gross (100 per cent.) level are typically 10-20 bcf or 1-11 mmbbl at the best estimate level, while the dry hole cost of an exploration well is in the order of
In contrast to the relatively mature Fracción C, Laguna De Los Capones and Fracción D, Tapi Aike is still at the exploration stage. It is one of the biggest onshore exploration blocks in
A large number of leads have been identified in Tapi Aike at depths ranging from 1,300m to 4,100m below ground level. All are being evaluated as dry gas leads. There are a number of potential play types, different from those in Fracción C, Laguna De Los Capones and Fracción D, and individual leads are much larger, typically with gross (100 per cent.) prospective resources of 50-600 bcf at the best estimate level, though also of significantly higher risk at this stage of their evaluation. Consistent with the definition of a lead, more work is needed before any of these will be considered ready for drilling, and acquisition of 3D seismic is planned as the next step.
Exploitation History
Fracción C and Laguna De Los Capones
Exploration for hydrocarbons in the Concession areas began in the 1960s. On the basis of 2D seismic data acquired at that time, three hydrocarbon fields were discovered within Fracción C:
·
· Ototel Aike: discovered in 1976, now shut-in; and
· Estancia La Maggie: discovered in 1988 and currently producing approximately 590 bopd.
Approximately 60 exploration and development wells were drilled in Fracción C up to the mid-1990s on the 2D seismic data.
The first 3D seismic data was acquired in 1995 and there are now several areas of 3D coverage, although most of the area remains under-explored with only a poor quality 2D seismic grid. It is known from elsewhere in the basin that 3D is important to define the geometry of the reservoirs.
In 2015, a discovery was made in the Tobífera Formation at Laguna de Maria, in a well originally targeting the
Contained entirely within Fracción C, Laguna De Los Capones is a separate concession containing one field of the same name, an oil field discovered in 1977 but which is no longer producing.
Fracción D
Fracción D lies south east of Fracción C and is similarly covered by a network of 2D seismic data. It contains the Cañadon Salto oil and gas field.
Discovered in 1979, Cañadon Salto covers an area of 51.1km2. The reservoir is the
Tapi Aike
The Exploration Permit is one of the biggest onshore exploration blocks in
Over the last 45 years, 14 wells have been drilled in Tapi Aike, mostly targeting the
· The TA.X-1 well, drilled by YPF in 1974 drilled to a TD of 3,406m, detected high pressure gas and was abandoned due to technical issues; the rig was moved 30m and a second well-bore (TA.X-1 bis) was drilled to 1,871m before being abandoned due to a pressure blowout. The two well-bores are reported to have communicated during drilling.
· The Cancha Carrera well, CC.es-1, drilled by YPF in 1973, logged gas over 120m in two 60m sandstone intervals in the Cerro Torro Formation at a depth of approximately 2,600m, but failed to flow when tested.
· The TA.x-1001 well, drilled in 1994 by Perez Companc to a TD of 3,491m, logged gas in the Cerro Cazador formation but was abandoned after failing to produce any gas after a small hydraulic fracture treatment.
Gas was also encountered in the Ea.Ch.SO.x-1 well drilled in an analogue setting to the lobes leads (
Group Reserves and Contingent Resources Summary
The following table sets out the total reserves and contingent resources of the Fracción C, Fracción D, and Laguna De Los Capones Concessions, which together with Tapi Aike will constitute the material assets of the
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Gross Field |
Net to 50% Working Interest |
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Pre-Royalty |
Post-Royalty |
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Proved |
Proved + Probable |
Proved + Probable + Possible |
Proved |
Proved + Probable |
Proved + Probable + Possible |
Proved |
Proved + Probable |
Proved + Probable + Possible |
Reserves - Oil (mmbbl) |
1.10 |
1.21 |
1.30 |
0.55 |
0.60 |
0.65 |
0.47 |
0.51 |
0.55 |
Reserves - Gas (bscf) |
13.1 |
14.9 |
15.8 |
6.5 |
7.5 |
7.9 |
5.6 |
6.3 |
6.7 |
Contingent Resources - Oil and Condensate (mmbbl) |
0.60 |
1.35 |
3.01 |
0.30 |
0.67 |
1.50 |
0.25 |
0.57 |
1.28 |
Contingent Resources - Gas (bscf) |
21.4 |
49.1 |
110.7 |
10.7 |
24.5 |
55.4 |
9.1 |
20.9 |
47.1 |
Additionally, the CPR reports on prospective resources associated with the CGC Assets as detailed in tables AIII:3 and AIII:4 of the CPR.
Information on CGC
CGC is an independent energy company operating in
Founded in 1920 as a fuel oil and diesel transportation and commercialisation company, CGC holds direct interests in and operates approximately 23 oil and gas fields across eight areas in the Austral basin. In addition, CGC holds direct and indirect interests in a further 17 oil and gas fields in five additional areas in the Neuquina, Noroeste and
In addition to CGC's upstream business, CGC has interests in a network of pipelines in northern and central
For the fiscal year ending
CGC's controlling shareholder, Latin Exploration S.L.U., is beneficially owned by the
Directors and Senior Management
The Board comprises one executive director and three non-executive directors. It is the intention of the Board to appoint an additional non-executive director in the 12 months following Admission.
Directors
Senior Management
Dr.
Details of the Placing and Use of Proceeds
The Company has conditionally raised
The Placing Price is equal to the closing mid-market price per Existing Ordinary Share of
On
The issue of the Placing Shares is conditional, inter alia, upon:
(i) Resolution 1 to be proposed at the General Meeting being passed without amendment;
(ii) compliance by the Company with its obligations under the Placing Agreement;
(iii) Completion of the Acquisition; and
(iv) Admission becoming effective by not later than
Under the Placing Agreement, which may be terminated by
The Company has also entered into certain subscription agreements with investors in respect of 10,728,566 Placing Shares at the Placing Price.
Use of proceeds
Together with the Company's existing cash balances as at
Initial Licence expenditure in relation to: |
£ million |
$ million |
Concession work programme |
14.4 |
19.3 |
Tapi Aike work programme |
3.5 |
4.7 |
Concession acquisition consideration (1) |
3.7 |
5.0 |
Working capital |
5.3 |
7.0 |
Total |
26.9 |
36.0 |
Cash balances as at |
22.2 |
29.7 |
Net proceeds of the Placing |
4.7 |
6.3 |
The Open Offer
The Company is grateful for the support of all of its Shareholders. The Company therefore intends to launch an Open Offer of up to 11,428,572 Open
Lock-in and Orderly Market Arrangements
The Board's aggregate interests in Ordinary Shares following Admission will amount to 40,261,631 Ordinary Shares, representing approximately 11.04 per cent. of the Existing Ordinary Shares and 10.04 per cent. of the Enlarged Share Capital. On Admission the Directors will also hold Options over a further 56,000,000 Ordinary Shares and
The Directors and Greenberry (being a related party of the Company as defined by the AIM Rules) have undertaken, in respect of themselves and each of their connected persons, save in limited circumstances, not to dispose of any of their interests in Ordinary Shares held at Admission (and any further interests in Ordinary Shares they may acquire after such time), Options or Warrants at any time prior to the first anniversary of Admission.
In order to ensure an orderly market in the Ordinary Shares the Directors and Greenberry have further undertaken that for a further period of 12 months thereafter they will not (subject to certain limited exceptions) deal or otherwise dispose of any such interests through the Company's broker and after having given notice to Smith & Williamson.
General Meeting
A notice convening a General Meeting of the Company, to be held at
The issue of the Placing Shares and completion of the Acquisition are conditional upon, among other things, Shareholders passing Resolution 1 being proposed at the General Meeting. If Shareholders do not pass Resolution 1, the issue of the Placing Shares and the Acquisition will not proceed.
Recommendation and Voting Intentions
The Directors consider that the Placing and the Acquisition are in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors recommend that you vote in favour of the Resolutions at the General Meeting as they have irrevocably committed to do so in respect of their own beneficial holdings amounting, in aggregate, to 142,766 Existing Ordinary Shares, representing 0.04 per cent. of the Existing Ordinary Shares.
In addition, the Company has also received an irrevocable undertaking from Greenberry to vote in favour of the Resolutions in respect of 40,118,865 Existing Ordinary Shares (representing 11.01 per cent. of the Existing Ordinary Shares).
As a result, the Company has received irrevocable undertakings to vote in favour of the Resolutions in respect of a total of 40,261,631 Existing Ordinary Shares, representing approximately 11.04 per cent. of the Existing Ordinary Shares.
DEFINITIONS
"Acquisition" or the "Farm-In" |
the proposed acquisition of interests in oil and gas assets owned by CGC by the Company, pursuant to the terms of the Acquisition Agreements
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"Acquisition Agreements" |
the CDL Farmout Agreement and the TA Farmout Agreement
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"
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the costs and investments that are additional to the activities or works agreed in the CDL Farmout Agreement
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"Admission"
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admission of the Enlarged Share Capital to trading on AIM becoming effective in accordance with the AIM Rules
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"AIM" |
the AIM market of the
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"AIM Rules"
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together, the AIM Rules for Companies and the AIM Rules for Nominated Advisers
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"AIM Rules for Companies" |
the AIM Rules for Companies published by the
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"AIM Rules for Nominated Advisers" |
the AIM Rules for Nominated Advisers published by the
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"Board" or "Directors" |
the board of directors of the Company
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"Business Day" |
a day on which the
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"CDL Farmout Agreement" |
the farmout agreement offer for the areas Santa Cruz I - Fracción C, Santa Cruz I - Fracción and Laguna De Los Capones dated
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"CDL Participation Interest" |
50 per cent. of the undivided participation in the rights and obligations under the Concessions
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"CGC" |
Compañia
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"CGC Assets" or "Licences" |
together the Concessions and the Exploration Permit currently held 100 per cent. by CGC
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"Company" or "Echo" |
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"Competent Person" or "GCA"
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"Competent Person's Report" or "CPR"
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the report relating to the CGC Assets produced by the Competent Person
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"Completion"
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completion of the Acquisition |
"Concessions" |
the Concessions for the conventional exploitation of hydrocarbons over the areas known as Santa Cruz I - Fracción C, Santa Cruz I -Fracción D and Laguna De Los Capones as set out in Provincial Decrees No. 2216/2015, Provincial Decree No. 1274/2016 and Provincial Law No. 3500
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"Enlarged Share Capital" |
the issued share capital of the Company on Admission, comprising the Existing Ordinary Shares and the Placing Shares
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"Existing Ordinary Shares" |
the 364,539,733 Ordinary Shares in issue as at the date of the admission document
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"Exploration Permit" or "Tapi Aike" |
the exploration permit for the area known as "Tapi Aike" as set out in the Provincial Decree No. 775/2017
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"Fracción C" |
the concession for the conventional exploitation of hydrocarbons over the area known as Santa Cruz I - Fracción C set out in Provincial Decrees No. 2216/2015, Provincial Decree No. 1274/2016 and Provincial Law No. 3500
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"Fracción D" |
the concession for the conventional exploitation of eydrocarbons over the area known as Santa Cruz I - Fracción D set out in Provincial Decrees No. 2216/2015, Provincial Decree No. 1274/2016 and Provincial Law No. 3500
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" the " |
the
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"Form of Proxy" |
the form of proxy accompanying the admission document for use by Shareholders at the General Meeting
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"General Meeting" |
the general meeting of the Company to be held at
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"Greenberry"
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"Group"
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the Company and its subsidiaries as at the date of the admission document
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" |
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"Initial Term" |
the maximum term for the performance of the first stage of work as set out in the CDL Farmout Agreement
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"Laguna De Los Capones" |
the concession for the conventional exploitation of hydrocarbons over the area known as Laguna De Los Capones as set out in Provincial Decrees No. 2216/2015, Provincial Decree No. 1274/2016 and Provincial Law No. 3500
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"
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"MAR" or "Market Abuse Regulation" |
the EU Market Abuse Regulation (Regulation 596/2014)
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"Notice of General Meeting" |
the notice convening the General Meeting set out in the admission document
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"Open Offer" |
the intended open offer of the Open
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"Open
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the up to 11,428,572 new Ordinary Shares intended to be offered, allotted and issued at the Placing Price by the Company under the Open Offer
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"Options"
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share options granted or issued pursuant to the Share Option Plan
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"Ordinary Shares" |
ordinary shares of
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"Placing"
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the conditional placing of the Placing Shares with Placees at the Placing Price pursuant to the terms of the Placing Agreement and certain subscription agreements entered into directly with the Company
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"Placing Agreement"
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the conditional agreement dated
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"Placing Price"
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"Placing Shares"
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36,391,412 new Ordinary Shares to be allotted and issued at the Placing Price by the Company pursuant to the Placing, conditional on, inter alia, the passing of Resolution 1, Admission and Completion |
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"Prospectus Directive"
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EU Prospectus Directive 2003/71/EC including any relevant measure in each member state of the European Economic Area that has implemented Directive 2003/71/EC
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"Prospectus Rules"
|
the prospectus rules made by the |
"Proposals" |
the Acquisition, the Placing and Admission
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"Resolutions" |
the resolutions proposed to be passed by Shareholders at the General Meeting, as set out in the Notice of General Meeting
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"Restricted Jurisdiction" |
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"Second Term"
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the maximum term for the performance of the second stage of work as set out in the CDL Farmout Agreement
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"Securities Act"
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United States Securities Act of 1933, as amended |
"Shareholders" |
holders of Ordinary Shares from time to time
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"Shore Capital"
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"Smith & Williamson" |
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"TA Farmout Agreement"
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the farmout agreement offer for the "Tapi Aike" Area (Cuenca Austral - Province of
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"TA Participation Interest" |
means 50 per cent. of the undivided participation in the rights and obligations under the Exploration Permit
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" |
the
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" |
the
|
"Warrants" |
warrants granted or issued by the Company
|
"£" or "GBP"
|
the lawful currency of the |
"$" or "US$" |
the lawful currency of
|
|
|
PLACING, OPEN OFFER AND ADMISSION STATISTICS
Number of Existing Ordinary Shares in issue as at the date of the admission document
|
364,539,733
|
Number of Warrants in issue as at the date of the admission document
|
286,223,645 |
Number of Options in issue on Admission(1) |
75,123,143
|
Number of Placing Shares |
36,391,412
|
Number of Open |
up to 11,428,572
|
Price per Placing Share and Open Offer Share |
|
Enlarged Share Capital on Admission |
400,931,145
|
Gross proceeds of the Placing |
|
Estimated net proceeds of the Placing receivable by the Company |
|
Gross proceeds of the Open Offer (4) |
|
Market capitalisation of the Company at the Placing Price on Admission |
|
Placing Shares expressed as a percentage of the Enlarged Share Capital |
9.1 per cent.
|
Open |
2.9 per cent.
|
TIDM for the Ordinary Shares |
ECHO
|
ISIN for the Ordinary Shares |
GB00BF0YPG76
|
SEDOL for the Ordinary Shares |
BF0YPG7
|
Legal Entity Identifier ("LEI") |
2138006SNII7SKIGG445
|
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the admission document |
|
Latest time and date for receipt of completed Forms of Proxy |
|
General Meeting |
|
Completion of the Acquisition, Admission effective and dealings in the Placing Shares to commence on AIM
|
|
CREST accounts credited with Placing Shares (where applicable)
|
|
Expected date of despatch of definitive share certificates for Placing Shares (as applicable)
|
|
Notes:
(1) As at the date of the admission document, 45,123,143 Options are in issue. A further 30,000,000 Options are intended to be issued following announcement and publication of this document
(2) References to time in the admission document are to
(3) If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on a
(4) Assuming that the Open Offer is fully subscribed
Important Notice
Shore Capital, which is authorised and regulated in the
This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into
Forward Looking Statements
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These statements relate to, among other things, analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to the Company's future prospects, developments and business strategies. These forward-looking statements can be identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" or the negative of those variations, or comparable expressions, including references to assumptions. The forward-looking statements in this announcement, including statements concerning projections of the Company's future results and operations are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.
These forward-looking statements speak only as of the date of this announcement. The Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.
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