TIDMSAVP
RNS Number : 1882R
Savannah Petroleum PLC
26 February 2019
26 February 2019
Savannah Petroleum PLC
("Savannah" or "the Company")
Publication of Circular and Notice of GM
Savannah Petroleum PLC, the British independent oil & gas
company focused around activities in Niger and Nigeria, announces
that it is today posting a circular to shareholders (the
"Circular") and a form of proxy ("Form of Proxy") in relation to a
general meeting of the Company (the "General Meeting") to be
convened in connection with the issuance of Consideration Shares as
part of the Seven Energy Transaction.
The Circular contains notice of the General Meeting, which will
be held at 10.30 a.m. on 14 March 2019 at Novotel London Canary
Wharf, 40 Marsh Wall, London E14 9TP. A copy of the Circular and
the Form of Proxy will shortly be made available on the Company's
website at https://www.savannah-petroleum.com/en/key-documents.
The key sections of the Circular have been extracted and
included in the announcement below. The Company continues to expect
that completion of the Seven Energy Transaction will occur on or
before 31 March 2019.
Introduction
The Company is a public limited company, was incorporated in the
UK on 3 July 2014 and admitted to trading on AIM on 1 August 2014.
Savannah is an independent oil and gas company, focused around
maximising stakeholder value from activities in Niger and Nigeria.
The Company is the holding company of the Existing Group and
currently operates from offices in London, UK, and Niamey,
Niger.
Since being admitted to trading on AIM, the Company has raised
US$274 million, which has funded the acquisition of the R3/R4 PSC,
the further development of those Nigerien assets, and the planned
acquisition of the Seven Assets from Seven and the Seven Energy
Creditor Group (the "Transaction").
Its current principal business is the exploration, appraisal and
planned expected monetisation of oil located in the R1/R2 and R3/R4
PSC Areas in Niger, which cover c.50% of the highly prospective
Agadem Rift Basin ("ARB") and where the Company made five
discoveries from five wells in its maiden exploration campaign over
the course of 2018. The Company is also in the process of
finalising the legal completion of the Transaction, which is
expected to occur by the end of Q1 2019.
The Seven Energy Transaction
The Seven Assets comprise interests in the cash flow generative
Uquo and Stubb Creek oil and gas fields, and an interest in the
Accugas midstream business in South East Nigeria. Details of the
Transaction are set out in the Admission Document, and amendments
and updates thereto have been detailed in the Company's RNS
announcements of 21 December 2018, 11 October 2018 and 20 September
2018.
The Directors believe that the acquisition of the Seven Assets
is an attractive proposition for the following reasons:
-- the Enlarged Group will have a substantial producing asset base, acquired at low cost;
-- the Enlarged Group is expected to generate significant, high
quality cash flows with material upside;
-- the acquisition complements Savannah's existing exploration
and development portfolio in Niger and offers geographical
diversification;
-- the Enlarged Group's combined business should provide a
strong platform for future Nigerian growth; and
-- the Enlarged Group will have a significantly enhanced corporate profile.
The Company continues to expect that completion of the
Transaction will occur on or before 31 March 2019.
Share Issues
On completion of the Transaction, and as further detailed in the
Admission Document, the Company has agreed, inter alia, to:
-- in consideration for Savannah Petroleum (Stubb Creek)
Limited's acquisition of 62.5 per cent of the share capital of
Universal, issue such number of Ordinary Shares with a value equal
to US$5 million to SEPL (the "Universal Shares");
-- in partial consideration for Savannah Petroleum (Stubb Creek)
Limited's acquisition of the entire issued share capital of Stubb
Creek HoldCo Limited, issue such number of Ordinary Shares with a
value equal to US$4.2 million to SEPL (the "Stubb Creek Shares");
and
-- issue new Ordinary Shares with a value of US$27.7 million to
certain holders of the SSNs and certain parties that have agreed to
underwrite the issue of certain of those Ordinary Shares (the "New
Money Shares");
together, the "Consideration Shares".
Both the Universal Shares and the Stubb Creek Shares will be
subsequently transferred to Vitol Energy (Bermuda) Limited as
lender under Seven Energy's Second Bilateral Facility
Agreement.
The Directors do not currently have sufficient authorities in
place to issue the Consideration Shares. Therefore, the Directors
are seeking at the General Meeting authority to allot new Ordinary
Shares on a non pre-emptive basis up to an aggregate nominal value
of GBP140,000 to enable the Company to issue the Consideration
Shares on Completion.
The Resolutions
The following resolutions will be proposed at the General
Meeting:
-- Resolution 1: subject to the passing of Resolution 2, an
ordinary resolution to authorise the Directors to allot the
Consideration Shares.
-- Resolution 2: subject to the passing of Resolution 1, a
special resolution to dis-apply statutory pre-emption rights in
relation to the allotment of the Consideration Shares.
-- Resolution 3: subject to the passing of Resolution 4, an
ordinary resolution to authorise the Directors to allot up to a
further 100,000,000 new Ordinary Shares (which will represent
approximately 10 per cent. of the maximum enlarged issued share
capital of the Company following the issue of the Consideration
Shares) going forward.
-- Resolution 4: subject to the passing of Resolution 3, a
special resolution to dis-apply statutory pre-emption rights in
relation to the allotment of the new Ordinary Shares referred to in
Resolution 3.
If Resolutions 1 and 2 are not passed, the Transaction will not
proceed on its current terms. In the event Resolutions 1 and 2 are
not passed, there can be no guarantee that suitable amended terms
for the Transaction will be agreed on a timetable which would allow
the Transaction to proceed.
Shareholders are therefore strongly encouraged to vote in favour
of all Resolutions.
Recommendation
Given that the issue of the Consideration Shares is critical to
completion of the Transaction and will only be possible if
Shareholders vote in favour of Resolutions 1 and 2 (as explained
above), Shareholders are strongly urged to vote in favour of the
Resolutions.
The Directors consider the passing of the Resolutions to be in
the best interests of the Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that all
Shareholders vote in favour of the Resolutions, as they intend to
do, or procure to be done, in respect of their own beneficial
shareholdings, being at the Latest Practicable Date, in aggregate,
32,282,840 Ordinary Shares, representing approximately 3.67 per
cent. of the Existing Issued Ordinary Share Capital.
For further information contact:
Savannah Petroleum +44 (0) 20 3817 9844
Andrew Knott, CEO
Isatou Semega-Janneh, CFO
Jessica Ross, VP Corporate Affairs
Strand Hanson (Nominated Adviser) +44 (0) 20 7409 3494
Rory Murphy
James Spinney
Ritchie Balmer
Mirabaud (Joint Broker) +44 (0) 20 7878 3362
Peter Krens
Ed Haig-Thomas
Hannam & Partners (Joint Broker) +44 (0) 20 7907 8500
Neil Passmore
Alejandro Demichelis
Hamish Clegg
Celicourt Communications +44 (0) 20 7520 9266
Mark Antelme
Jimmy Lea
Ollie Mills
The information contained within this announcement is considered
to be inside information prior to its
release, as defined in Article 7 of the Market Abuse Regulation
No.596/2014, and is disclosed in accordance with the Company's
obligations under Article 17 of those Regulations.
Notes to Editors:
About Savannah Petroleum
Savannah Petroleum PLC is an AIM listed oil and gas company with
exploration and production assets in Niger and Nigeria. Savannah's
flagship assets include the R1/R2 and R3/R4 PSCs, which cover c.50%
of the highly prospective Agadem Rift Basin ("ARB") of South East
Niger, acquired in 2014/15. The Company is in the process of
acquiring interests in the cash flow generative Uquo and Stubb
Creek oil and gas fields and an interest in the Accugas midstream
business in South East Nigeria from Seven Energy.
Further information on Savannah Petroleum PLC can be found on
the Company's website:
http://www.savannah-petroleum.com/en/index.php
Definitions
The following definitions apply in the Circular and this
announcement, unless the context otherwise requires:
"Act" the Companies Act 2006 (as amended)
"Admission Document" the Company's admission document
dated 22 December 2017
"AIM" the market of that name operated
by London Stock Exchange plc
"AIM Rules" the rules for AIM companies and
their AIM advisers, as published
from time to time by the London
Stock Exchange in relation to AIM
traded securities
"Completion" completion of the Transaction
"Company" or "Savannah Petroleum" Savannah Petroleum PLC, registered
in England and Wales with company
number 09115262
"Consideration Shares" means the Universal Shares, the
Stubb Creek Shares, and the New
Money Shares
"CREST" the computerised settlement system
(as def ined in the CREST Regulations)
operated by Euroclear which facilitates
the transfer of title to shares
in uncertificated form
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755) including any
enactment or subordinate legislation
which amends or supersedes those
regulations and any applicable
rules made under those regulations
or any such enactment or subordinate
legislation for the time being
in force
"Directors" or "Board" all of the directors of the Company
"Enlarged Group" the Company and its subsidiaries
immediately following Completion
"Existing Group" the Company and its subsidiaries
prior to Completion;
"Existing Issued Ordinary the 879,769,427 Ordinary Shares
Share Capital in issue as at the date of the
Circular and this announcement
"Form of Proxy" the form of proxy accompanying
the Circular for use by Shareholders
in connection with the General
Meeting
"FSMA" the Financial Services and Markets
Act 2000 of the UK (as amended),
including any regulations made
pursuant thereto
"General Meeting" or "GM" the general meeting of the Shareholders
of the Company called pursuant
to the notice of General Meeting
set out at the end of the Circular
at which the Resolutions will be
proposed
"Latest Practicable Date" close of business (5.00 p.m. London
time) on 25 February 2019, being
the latest practicable date prior
to the publication of the Circular
"London Stock Exchange" London Stock Exchange PLC
"Ordinary Shares" the ordinary shares of GBP0.001
each in the capital of the Company
"Resolutions" the resolutions set out in the
notice of General Meeting (and
also set out in the Circular and
this announcement) and which are
to be proposed as ordinary and
special resolutions (as indicated)
"Second Bilateral Facility" the facility agreement dated 26
June 2015 between, inter alia,
SEFL and Seven Energy Ltd. (as
borrowers) and The Law Debenture
Trust Corporation P.L.C. (as Security
Agent)
"SEFL" Seven Energy Finance Limited, a
company incorporated in the British
Virgin Islands with registered
number 1811786, whose registered
office is at 9 Columbus Centre,
Pelican Drive, P.O Box 805, Road
Town Tortola VG1110
"SEPL" Seven Exploration & Production
Limited, previously known as Septa
Energy Nigeria Limited, a company
incorporated in Nigeria with registered
number 674420, whose registered
office is at 35 Kofo Aboyomi Street,
Victoria Island, Lagos, Nigeria
"Seven" Seven Energy International Limited,
a company incorporated in Mauritius
with registered number 65304 C2/GBL,
whose registered office is at c/o
International Management (Mauritius)
Ltd, Les Cascades Building, Edith
Cavel Street, Port-Louis, Mauritius
"Seven Assets" the oil and gas assets to be acquired
by the Company from Seven, as more
particularly described in the Admission
Document and the Company's RNS'
of 21 December 2018, 11 October
2018 and 20 September 2018
"Seven Energy Creditor Group the holders of the outstanding
debt in Seven Energy, as more particularly
described in Part 2 of the Admission
Document
"Shareholders" the holders of Ordinary Shares
from time to time
"Share Options" options to subscribe for new ordinary
shares
"SSNs" 10.25% per cent. senior secured
notes due 2021 issued by SEFL
"Transaction" the Company's proposed acquisition
of the Seven Assets
"UK" the United Kingdom of Great Britain
and Northern Ireland
"Universal" Universal Energy Resources Limited,
a company incorporated under the
laws of the Federal Republic of
Nigeria with registered number
429120, whose registered office
is at 25 Idoro Road, Uyo, Akwa
Ibom State, Nigeria
"U.S." or "United States" the United States of America, its
territories and possessions, any
states of the United States of
America and the district of Columbia
and all other areas subject to
its jurisdiction
References to "GBP", "pence" and "p" are to British pounds and
pence sterling, the currency of the United Kingdom.
References to "US$" and "dollars" are to American dollars, the
currency of the United States of America. References to times are,
unless specified otherwise, references to London time.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
NOGEAKAKAESNEFF
(END) Dow Jones Newswires
February 26, 2019 11:30 ET (16:30 GMT)
Savannah Energy (LSE:SAVE)
Historical Stock Chart
From Apr 2024 to May 2024
Savannah Energy (LSE:SAVE)
Historical Stock Chart
From May 2023 to May 2024