TIDMSLE
RNS Number : 5376Q
San Leon Energy PLC
20 February 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
CERTAIN INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS DEEMED BY
THE COMPANY TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSE OF THE
MARKET ABUSE REGULATION EU (NO) 596/2014. UPON PUBLICATION OF THE
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION
IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
20 February 2019
San Leon Energy plc
("San Leon", the "Group" or the "Company")
Proposed Return of up to $30 million by way of Tender Offer at
46 pence per Ordinary Share
Notice of Extraordinary General Meeting
San Leon is proposing to purchase up to 50,475,000 Ordinary
Shares through a tender offer at a price of 46 pence per Ordinary
Share (the "Tender Offer").
Highlights of the Tender Offer
-- The Tender Price represents a premium of 50% to the closing
mid-market price on 19 February 2019 (being the latest practicable
date prior to the release of this announcement); and
-- The maximum number of Ordinary Shares that may be acquired
under the Tender Offer is 50,475,000, representing approximately
10% of San Leon's Issued Ordinary Share Capital on 19 February 2019
(being the latest practicable date prior to the release of this
announcement).
-- Qualifying Shareholders will be entitled to have accepted in
the Tender Offer valid tenders of their Basic Entitlement of
approximately 10% of their shareholding and may also tender
Ordinary Shares in excess of this amount.
-- The Tender Offer opens today and will close at 1.00 pm on 20
March 2019 with cash payments expected by no later than 29 March
2019.
-- Completion of the Tender Offer will be conditional on
Shareholder approval of the Tender Offer at the Extraordinary
General Meeting on 15 March 2019.
The preceding summary should be read in conjunction with the
full text below, as well as the shareholder circular (the
"Circular"), which the Company is posting to Shareholders today and
which also includes notice of San Leon's Extraordinary General
Meeting. A summary expected timetable of principal events is set
out at the end of this announcement.
The Circular is available on the Company's website
www.sanleonenergy.com. Terms defined in the Circular have the same
meaning in this announcement.
Oisin Fanning, CEO of San Leon, commented:
"We are delighted to be able to announce this tender offer,
which is considerably larger than previously announced. The scale
of the Tender Offer reflects our strong financial position, our
confidence in the Company's future prospects and commensurate
cashflow, and our view that the current share price does not
reflect fully the potential value of our business. We will continue
to seek opportunities to return capital to Shareholders through
either further share buyback tenders or dividends, as the business
continues to grow and we execute our strategy on the ground in
Nigeria."
Enquiries:
San Leon Energy plc
Oisin Fanning, Chief Executive (+ 353 1291 6292)
Cantor Fitzgerald Europe (Nominated adviser, financial adviser
and joint broker to the Company and manager and broker to the
Tender Offer)
Nick Tulloch (+44 131 257 4634)
David Porter (+44 207 894 8896)
Whitman Howard Limited (Financial adviser and joint broker to
the Company)
Nick Lovering (+44 20 7659 1234)
Brandon Hill Capital Limited (Joint broker to the Company)
Oliver Stansfield (+44 203 463 5000)
Jonathan Evans (+44 203 463 5016)
Vigo Communications (Financial Public Relations)
Chris McMahon (+44 207 390 0232)
Simon Woods (+44 207 390 0236)
Plunkett Public Relations
Sharon Plunkett (+353 1 280 7873)
San Leon Energy plc
Proposed Return of up to $30 million by way of Tender Offer at
46 pence per Ordinary Share
Notice of Extraordinary General Meeting
San Leon is proposing to purchase up to 50,475,000 Ordinary
Shares in the capital of the Company through a Tender Offer at a
price of 46 pence per Ordinary Share.
The Company is today posting a circular to Shareholders
outlining the Tender Offer and including a notice of Extraordinary
General Meeting convened for 11.00 a.m. on 15 March 2019.
The Tender Offer is being made available to all Qualifying
Shareholders who are on the Register at 6.00 p.m. on 20 March 2019.
Qualifying Shareholders can decide whether they want to tender any,
some or all of their Ordinary Shares in the Tender Offer. The
maximum aggregate number of Ordinary Shares to be purchased under
the Tender Offer is 50,475,000 Ordinary Shares, being approximately
10 per cent. of the current Issued Ordinary Share Capital of the
Company. The Tender Price will be 46 pence per Ordinary Share which
is a premium of 50 per cent. to the closing mid-market price on 19
February 2019, being the last practicable date to prior the release
of this announcement.
The Tender Offer is being made by Cantor Fitzgerald Europe, as
principal, on the basis that all Ordinary Shares that it buys under
the Tender Offer will be purchased from it by the Company at the
Tender Price. The Board is making no recommendation to Shareholders
in relation to participation in the Tender Offer.
Shareholders are not obliged to tender any of their Ordinary
Shares if they do not wish to do so. The Circular contains details
on the procedure that should be followed by those Qualifying
Shareholders wishing to participate in the Tender Offer.
Background to the Tender Offer
In September 2016, the Company secured an indirect economic
interest in Oil Mining Lease 18 ("OML 18"), onshore Nigeria.
The Company undertook a number of steps to effect this purchase.
Midwestern Leon Petroleum Limited ("MLPL"), a company incorporated
in Mauritius of which San Leon Nigeria B.V. has a 40 per cent.
shareholding, was established as a special purpose vehicle to
complete the transaction by purchasing all of the shares in
Martwestern Energy Limited ("Martwestern"), a company incorporated
in Nigeria. Martwestern holds a 50 per cent. shareholding in Eroton
Exploration and Production Company Limited ("Eroton"), a company
incorporated in Nigeria and the operator of the OML 18, and it also
holds an initial 98 per cent. economic interest in Eroton.
To partly fund the purchase of 100 per cent. of the shares of
Martwestern, MLPL borrowed EUR156.6 million (US$174.5 million) in
incremental amounts by issuing loan notes with a coupon of 17 per
cent. ("Loan Notes"). Midwestern Oil and Gas Company Limited is the
60 per cent. shareholder of MLPL and transferred its shares in
Martwestern to MLPL as part of the full transaction. Following its
placing in September 2016, San Leon became beneficiary and holder
of all Loan Notes issued by MLPL. San Leon is also a beneficiary of
any dividends that will be paid by MLPL as a 40 per cent.
shareholder in MLPL but the Loan Notes repayments take priority
over any dividend payments made to the MLPL shareholders.
The economic effect of this structure is that San Leon has an
initial indirect economic interest of 10.584 per cent. in OML 18.
Shareholders will note this is higher than the percentage interest
anticipated by San Leon at the time of the acquisition in 2016.
There have been no further purchases or payments by San Leon but
this revised percentage is based on a reassessment and
recalculation of the various parties' interests in OML 18 which has
resulted in Martwestern's economic interest in Eroton now standing
at 98 per cent..
Quarterly payments to San Leon under the Loan Notes commenced
during 2017 and have continued since. To date, San Leon has
received aggregate payments under the Loan Notes totalling US$108.8
million. The payments received represent interest and principal on
the Loan Notes. As such, the Company has a significant balance of
cash. A further US$167.1 million of principal plus additional
interest remains outstanding under the Loan Notes through to
October 2020.
Although the Company's recent share price performance has been
positive, the Directors believe that the full potential of the
Company (including the future Loan Notes repayments) is not
reflected in the current share price. Consequently, the Company
confirmed during 2018 that it intended to return not less than
US$10 million to shareholders following completion of a court
approved capital reduction which was required to enable the Company
to return capital to its shareholders. This capital reduction was
finalised on 12 February 2019.
Further Loan Notes repayments have been received by San Leon
since commencing the capital reduction process and, recognising
that, the Directors have determined to increase the capital to be
returned to US$30 million, being the maximum amount of the Tender
Offer. In making this determination, the Directors have had regard
to the Company's existing cash balances, future financial
commitments and the interests of Shareholders. In setting the
Tender Price, the Directors have had regard to the placing carried
out in September 2016, by reference to which the Tender Price is at
a small premium.
Details of the Tender Offer
The Tender Offer is being made by Cantor Fitzgerald Europe to
all Qualifying Shareholders. Full details of the Tender Offer,
including the terms and conditions on which it is being made, are
set out in Part III of the Circular and, in relation to
Shareholders holding Ordinary Shares in a certificated form, on the
Tender Form to be sent to Shareholders who hold their Ordinary
Shares in certificated form.
The Tender Offer is open to Qualifying Shareholders on the
Company's Register as at 6.00 p.m. on the Record Date (20 March
2019).
Qualifying Shareholders are invited to tender any or all of
their Ordinary Shares for purchase by the Company at the tender
price of 46 pence per Ordinary Share (the "Tender Price") and:
-- all Ordinary Shares under the Tender Offer will be purchased at the Tender Price;
-- the maximum number of Ordinary Shares that may be purchased is 50,475,000; and
-- tenders may be scaled back pro rata to the respective numbers
of Ordinary Shares tendered if the number of Ordinary Shares
tendered for purchase exceeds 50,475,000.
Subject to the satisfaction of the Company's obligations under
the relevant laws (which the Directors believe will be satisfied),
and subject to the Resolution becoming effective, the purchase of
Ordinary Shares by the Company under the Tender Offer will be
funded from the Company's existing cash resources. Ordinary Shares
not validly tendered may not be purchased.
Ordinary Shares will be purchased from Qualifying Shareholders
free of commissions and dealing charges.
Ordinary Shares validly tendered and purchased by the Company in
accordance with the terms of the Tender Offer will be cancelled and
will not rank for any dividends declared after, or whose record
date is after, the date on which the Ordinary Shares are purchased
by the Company (expected to be on 22 March 2019).
The costs (excluding stamp duty) relating to the Tender Offer,
assuming the Tender Offer is fully subscribed, are expected to be
approximately GBP185,000 excluding VAT.
The terms and conditions of the Tender Offer are set out in Part
III of the Circular. Shareholders do not have to tender any
Ordinary Shares if they do not wish to do so.
Any rights of Shareholders who choose not to tender their
Ordinary Shares will be unaffected. However, the reduction in the
Company's issued share capital may result in a reduction in the
liquidity of the Ordinary Shares in the secondary market.
Benefits of the Tender Offer to Shareholders
When originally announced, it had been the Directors' intention
to return capital to Shareholders through a share buyback. However,
noting in particular the increased amount of the capital return,
the benefits of the Tender Offer are that it:
(a) allows Qualifying Shareholders who may not be able to sell
Ordinary Shares through a buyback in the market to participate;
(b) is available to all Qualifying Shareholders regardless of
the size of their shareholding (subject to rounding);
(c) means tendering Qualifying Shareholders will receive a
premium of 50 per cent. to the closing price of 30.6 pence per
Ordinary Share on 19 February 2019 (being the Latest Practicable
Date);
(d) provides Qualifying Shareholders who wish to sell Ordinary
Shares the opportunity to do so on an equivalent basis to all
Qualifying Shareholders;
(e) enables those Qualifying Shareholders who so wish to
participate in the Tender Offer in excess of their otherwise pro
rata entitlement, up to their maximum shareholding in the Company
(subject to the maximum aggregate number of Ordinary Shares to be
purchased under the Tender Offer of 50,475,000 Ordinary Shares), to
the extent that other Shareholders do not wish to participate fully
in the Tender Offer; and
(f) enables those Qualifying Shareholders who do not wish to
realise their investment in Ordinary Shares at this time to
maintain their current investment in San Leon.
Overseas Shareholders
Shareholders with registered or mailing addresses outside
Ireland or the UK, or who are citizens or nationals of, or resident
in, a jurisdiction other than Ireland or the UK, should read
paragraph 8 of Part III of the Circular and the relevant provisions
of the Tender Form. It is the responsibility of all Overseas
Shareholders to satisfy themselves as to the observance of any
legal requirements in their jurisdiction, including, without
limitation, any relevant requirements in relation to the ability of
such holders to complete and return a Tender Form.
Terms of the Tender Offer
The Tender Offer is conditional upon the following Tender
Conditions:
(i) the Repurchase Agreement not having been terminated in accordance with its terms;
(ii) the Company being satisfied that it has available to it
sufficient distributable profits (in accordance with section 117 of
the Act) to effect the purchase of all tendered Ordinary Shares in
accordance with the Repurchase Agreement;
(iii) Cantor Fitzgerald Europe being satisfied that the Company
has procured payment of an amount equal to the Tender Price
multiplied by the number of Ordinary Share successfully tendered
into an interest bearing client bank account of the Receiving Agent
in accordance with the Repurchase Agreement;
(iv) the Tender Offer not having been terminated in accordance
with paragraph 7 of Part III of the Circular on or prior to 30
April 2019 (or such later time and date as the Company and Cantor
Fitzgerald Europe may agree) prior to the fulfilment of the Tender
Conditions referred to above;
(v) the aggregate consideration to be paid by Cantor Fitzgerald
Europe in respect of the Tender Offer being no more than $30
million;
(vi) the total number of Ordinary Shares purchased pursuant to
the Tender Price being not more than 50,475,000, representing
approximately 10 per cent. of the Company's issued share capital;
and
(vii) the approval by the Shareholders of the Resolution at the Extraordinary General Meeting.
Company share options and management remuneration
As at the Latest Practicable Date, the Directors held options as
further detailed in the Circular over a total of 13,590,000
Ordinary Shares. As at the Latest Practicable Date, other options
and warrants had been awarded over a total of 26,443,525 Ordinary
Shares. The proportion of Issued Ordinary Share Capital that all
awards or options represent as at the Latest Practicable Date is
7.91 per cent.. The proportion of Issued Ordinary Share Capital
that all awards or option holders would represent if the maximum
number of Ordinary Shares that may be purchased under the Tender
Offer are acquired by San Leon and cancelled is 8.79 per cent.,
assuming no change to the number of options as described in the
following paragraph.
In line with the Company's commitment to staff incentivisation
and retention, the remuneration committee of the Company (the
"Remuneration Committee") proposed to the Board that all existing
Company share options which have an exercise price above 45 pence
per Ordinary Share, are repriced with an exercise price of 45
pence, being a premium of 47 per cent to the closing mid-market
price on the Latest Practicable Date and equivalent to the Tender
Price. All other terms remain unchanged. In making this proposal,
independent third party advice was obtained. The Board has accepted
the proposal, and has implemented the repricing.
The number of share options affected by these arrangements is
9,474,822 and the total number of all share options and warrants
that are currently outstanding is 40,033,525.
New long term incentive arrangements
In addition to the above and following approval by the
Remuneration Committee, the Company has put in place new long term
incentive arrangements for the executive Directors of the Company.
The long term incentive arrangements have been established in
recognition of San Leon's strategy to develop and grow its assets
in Africa and it is intended that awards will first be made
following any significant acquisition or investment that the
Company may make. The long term incentive arrangements will be
administered by the Remuneration Committee.
The Remuneration Committee has discretion to make awards under
the long term incentive arrangements in the form of options over
Ordinary Shares at an exercise price of 45 pence per share. The
number of shares that may be granted under an award to any given
participant in any financial year may not exceed such number of
Ordinary Shares that has an award value equal to 3x the
participant's salary.
At the time of making an award the Board will set challenging
performance targets in order to align the interests of employees
with shareholders and which must be satisfied before an award
vests. Performance targets will be tested over a minimum three year
period and will be structured:
(a) As to 50 per cent. of the award, an evaluation by the
Remuneration Committee of the participant's personal contribution
to the Company's operations and performance; and
(b) As to 50 per cent. of the award, based on the achievement of
certain share price targets with a share price level of 75 pence
being required for the maximum award to vest (with partial vesting
on the attainment of prescribed share price thresholds in the range
of 45 - 75 pence).
In addition to the above, and as previously announced, each of
Linda Beal and Bill Higgs have been issued with share options over
1,000,000 Ordinary Shares at an exercise price of 45 pence. Both
Linda and Bill received these share options as a result of their
appointment as non-executive directors of the Company.
Remuneration of Oisin Fanning
As previously announced, Oisin Fanning has received Ordinary
Shares in lieu of 80 per cent. of salary, beginning in January
2015. In October 2018, as a result of the Company's improved
financial standing and in line with the Company's announced
commitment to repurchase its own shares, the Board requested that
Mr Fanning revert to receiving 100 per cent. of his salary in cash
as of 1 October 2018. Mr Fanning accepted this request, and new
Ordinary Shares have now been issued to him in accordance with the
table below.
Ordinary Shares held at 28 June 2018 3,635,594
Ordinary Shares issue in lieu of 80% of salary for
1 January 2015 - 30 September 2018 5,590,270
----------
Total Ordinary Shares held at the Latest Practicable
Date 9,225,864
----------
Application has been made for these 5,590,270 new Ordinary
Shares to be admitted to trading on AIM, which is expected to occur
on, or around, 25 February 2019. Following the issue of the new
Ordinary Shares, the Company will have 505,847,127 ordinary shares
in issue. No ordinary shares are held in treasury. The figure of
505,847,127 Ordinary Shares may be used by Shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the DTRs.
Action required
Further details of the procedure for tendering and settlement
are set out in Part I of the Circular and for certificated
Shareholders in the accompanying Tender Form.
Recommendation
The Board considers the Tender Offer to be in the best interests
of the Company and Shareholders as a whole, and recommends that
Shareholders vote in favour of the Resolution at the EGM.
The Directors make no recommendation to Shareholders in relation
to participation in the Tender Offer itself. Whether or not
Shareholders decide to tender all or any of their Shares will
depend, amongst other things, on their view of the Company's
prospects and their own individual circumstances, including their
tax position. Shareholders are recommended to consult their duly
authorised independent advisers and make their own decision.
The Directors, who are Qualifying Shareholders, do not intend to
tender Ordinary Shares in the Tender Offer.
Expected Timetable of Principal Events
Tender Offer opens 20 February 2019
Latest time and date for receipt of 11.00 a.m. on 13 March
Forms of Proxy 2019
Extraordinary General Meeting 11.00 a.m. on 15 March
2019
Results of Extraordinary General Meeting 15 March 2019
Announced
Closing Date 1.00 p.m. on 20 March
2019
Record Date for Tender Offer 6.00 p.m. on 20 March
2019
Results of Tender Offer announced by 7.00 a.m. on 22
March 2019
Purchase of Ordinary Shares under the 22 March 2019
Tender Offer
CREST accounts credited with Tender by 29 March 2019
Offer consideration and any unsold
uncertificated Ordinary Shares
Despatch of cheques for Tender Offer by 29 March 2019
consideration in respect of certificated
Ordinary Shares sold under the Tender
Offer and any balance certificates
in respect of any unsold certificated
Ordinary Shares
The dates and times given in this announcement are London time
and are based on the Company's current expectations and may be
subject to change. Any changes to the expected timetable will be
announced via a Regulatory Information Service.
IMPORTANT NOTICES
This announcement is not intended to, and does not constitute,
or form part of, any offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. The Tender Offer is made only
pursuant to the Circular and the related Tender Form with respect
to the Ordinary Shares. Shareholders are advised to read carefully
the Circular. Any response to the Tender Offer should be made only
on the basis of the information in the Circular to follow.
Cantor Fitzgerald Europe as manager of the Tender Offer and the
Company's joint broker, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting
exclusively for San Leon, and for no one else, in connection with
the matters described in this announcement and is not, and will not
be, responsible to anyone other than San Leon for providing the
protections afforded to its clients nor for providing advice in
connection with the matters set out in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Cantor Fitzgerald Europe by FSMA or the
regulatory regime established thereunder, Cantor Fitzgerald Europe
accepts no responsibility whatsoever for the contents of this
announcement nor for any other statement made or purported to be
made by it or on its behalf in connection with the Company or the
Tender Offer. Cantor Fitzgerald Europe accordingly disclaims all
and any liability whether arising in tort or contract or otherwise
(save as referred to above) which it might otherwise have in
respect of this announcement or any such statement.
Cautionary statement regarding forward-looking statements
This announcement contains statements about San Leon that are or
may be forward-looking statements. All statements other than
statements of historical facts included in this announcement may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"should", "continue", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include all
matters that are not historical facts and statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, future capital-raising
activities, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of San Leon's operations
and potential effects the Tender Offer; and (iii) the effects of
government regulation on San Leon's business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances
that are difficult to predict and outside of San Leon's ability to
control. Forward-looking statements are not guarantees of future
performance and the actual results of San Leon's operations and the
development of the markets and the industry in which San Leon
operates, may differ materially from those described in, or
suggested by, the forward-looking statements contained in this
announcement. In addition, even if San Leon's business results of
operations, financial position and/or prospects, and the
development of the markets and the industry in which San Leon
operates, are consistent with the forward-looking statements
contained in this announcement, those results and developments may
not be indicative of results or developments in subsequent periods.
A number of factors could cause results and developments of San
Leon to differ materially from those expressed or implied by the
forward-looking statements.
The forward-looking statements therein speak only at the date of
this announcement and Shareholders are cautioned not to place undue
reliance on such forward-looking statements. Save as required by
the Market Abuse Regulations or by law, San Leon undertakes no
obligation to update these forward-looking statements and will not
publicly release any revisions it may make to these forward-looking
statements that may occur due to any change in its expectations or
to reflect events or circumstances after the date of this
announcement.
If Shareholders are in any doubt as to the action they should
take in relation to the Tender Offer, they are recommended to seek
their own financial advice from an independent financial adviser
being, if they are resident in Ireland, an organisation or firm
authorised under the European Communities (Markets in Financial
Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment
Intermediaries Act 1995 (as amended) or, if they are resident in
the United Kingdom, an organisation or firm authorised pursuant to
the Financial Services and Markets Act 2000 of the United Kingdom
or, if they are not so resident, from another appropriately
authorised independent financial adviser.
Overseas shareholders
The availability of the Tender Offer to Shareholders who are not
resident in Ireland or the United Kingdom may be affected by the
laws of the relevant jurisdiction in which they are located.
Persons who are not resident in the United Kingdom or Ireland
should read the paragraph headed "Overseas Shareholders" set out in
paragraph 8 of Part III of the Circular and should inform
themselves about, and observe, any applicable legal or regulatory
requirements.
The Tender Offer is not being made, directly or indirectly, in
or into, or by use of the mails of, or by any means or
instrumentality (including, without limitation, facsimile
transmission, telephone and e-mail) of interstate or foreign
commerce of, or any facilities of a national securities exchange
of, any Restricted Jurisdiction and the Tender Offer cannot be
tendered into by any such use, means, instrumentality or facility
or from within any Restricted Jurisdiction.
Accordingly, unless otherwise determined by the Company and
Cantor Fitzgerald Europe and permitted by applicable law and
regulation, neither the Circular nor the accompanying Tender Form
and/or any related document is being, nor may it be, directly or
indirectly, mailed, transmitted or otherwise forwarded,
distributed, or sent in, into or from any Restricted Jurisdiction,
and persons receiving the Circular, the Tender Form and/or any
related document (including, without limitation, trustees, nominees
or custodians) must not mail or otherwise forward, distribute or
send it in, into or from such Restricted Jurisdiction, as to do so
may invalidate any purported tendering into the Tender Offer. Any
person (including, without limitation, trustees, nominees or
custodians) who would or otherwise intends to, or who may have a
contractual or legal obligation to, forward the Circular, the
accompanying Tender Form and/or any related document to any
jurisdiction outside Ireland or the United Kingdom, should seek
appropriate advice before taking any action.
End
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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