TIDMSQZ
RNS Number : 0053U
Serica Energy PLC
23 March 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For Immediate Release
23 March 2023
Serica Energy plc
("Serica" or the "Company")
Completion of the acquisition of Tailwind Energy Investments
Ltd
London, 23 March 2023 - Further to the announcement on 21 March
2023, Serica Energy plc (AIM: SQZ) is pleased to confirm that it
has successfully completed the acquisition of Tailwind Energy
Investments Ltd ("Tailwind") from Tailwind Energy Holdings LLP (the
"Acquisition") and that Admission of the Completion Consideration
Shares to trading on AIM has occurred.
Unless otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as defined in the
announcements regarding the Acquisition made by the Company on 20
December 2022 and 21 March 2023 .
Mitch Flegg, Chief Executive of Serica commented:
"We are delighted to have completed the acquisition of Tailwind
and welcome the new members of the Serica team. This is an
important and exciting moment for Serica. The transaction creates a
portfolio of assets which provides both greater resilience and an
increase in the range of organic growth opportunities. Moreover,
this has been achieved while preserving the Company's financial
capacity to invest in its existing assets, execute further
acquisitions and make sustained cash returns to shareholders.
We look forward to providing more information in the coming
weeks on the progress made in exploiting the existing producing
fields in recent months and the plans for future investments in the
enlarged portfolio. "
Tony Craven Walker, Chairman of Serica commented:
"As a result of this transaction, Serica has a broader asset
spread with interests in two North Sea hubs, one of which it
operates, and better exposure to an oil/gas mix. The combined
entity is uniquely placed to prosper as an important contributor to
the UK's energy security in support of energy transition. However,
this does require a more considered approach from Government to
revisit the counter-productive tax levels imposed on the UK oil and
gas industry and to structure a predictable and far less damaging
tax regime to support the innovation and investment required,
particularly in view of currently much reduced oil and gas prices.
We look forward to the opportunity and the challenge.
Today I am delighted to welcome Guillaume Vermersch and Rob
Lawson to the Serica Board. Their presence adds to the breadth,
depth and diversity of the expertise represented by the Board which
has grown with the business during the last few years."
Following the Acquisition, the attributes of Serica include:
-- A balance of gas and oil production focused around the Bruce
and Triton hubs in the UK North Sea.
-- More than 80% of its production from operated fields.
-- An ongoing programme of sanctioned short cycle organic
investments in 2023 and 2024 including a second Light Well
Intervention Vessel campaign on the Bruce field and infill wells on
the Bittern, Gannet E, Guillemot North West and Evelyn fields .
-- Potential 'near infrastructure' field developments.
-- A strong financial position from which to deliver further
business growth. The Company expects to announce its 2022 results,
which will include detailed financial information, on 13 April
2023.
The Acquisition is expected to be immediately accretive to
Serica's reserves, production, cash flow and earnings per share.
Supported by the results of the Gannet GE-04 well announced on 20
February 2023, as previously advised, Serica's estimated pro-forma
production of the combined portfolio is expected to be between
40,000 and 47,000 boe/d in 2023. Tailwind's net debt at completion
was GBP215 million.
As announced on 20 December 2022 and in accordance with the SPA,
Serica and Mercuria Holdings (UK) Limited ("Mercuria") have entered
into the Relationship Agreement. Under the terms of the
Relationship Agreement, Mercuria have nominated two new
non-executive directors, Guillaume Vermersch and Robert Lawson, who
have joined the Board upon completion of the Acquisition.
Associated regulatory information is provided below.
Further to the intention stated in the announcement of the
Acquisition on 20 December 2022, on 22 March Serica and Mercuria
agreed the terms of a revised offtake and marketing agreement which
has been entered into between Tailwind Energy Limited and Mercuria
Energy Trading SA (the "Offtake and Marketing Agreement"). The
revisions include the deferral of the expiry of the Offtake and
Marketing Agreement to the cessation of production from the fields
tied back to Triton FPSO. The expiry was otherwise due to occur in
October 2026. The revised Offtake and Marketing Agreement will take
effect once certain third-party consents are obtained.
Although entered into prior to Admission, the directors of the
Board of Serica have considered the revised Offtake and Marketing
Agreement as if it was a related party transaction under the AIM
Rules for Companies ("AIM Rules") due to Mercuria becoming a
Substantial Shareholder (as defined by the AIM Rules) of the
Company following Admission. As is customary, the Company engaged a
third-party expert to advise on the terms. The directors consider,
having consulted with the Company's Nominated Adviser, Peel Hunt,
that the terms of the revised Offtake and Marketing Agreement are
fair and reasonable insofar as the Company's shareholders are
concerned.
As also stated on 20 December 2022, Serica's existing oil and
gas marketing arrangements are unaffected.
Regulatory
The following information is disclosed under Rule 17 of the AIM
Rules and Schedule Two Paragraph (g) of the AIM Rules:
Guillaume Jean Roger Vermersch (aged 53)
Mr Vermersch does not hold any ordinary shares nor options over
ordinary shares in the Company.
Mr Vermersch is the CFO of Mercuria Energy Group which will hold
96,618,142 shares in Serica Energy plc.
Current Directorships Past Directorships (within
the last five years)
Ampni Holdings Co. Limited Amromco Holding SA
------------------------------------
Ampni Investments Co. Limited Mercuria Asset Holdings (Hong-Kong)
Limited
------------------------------------
Mercuria Asia Group Holdings Mercuria Energy Limited
Pte Ltd
------------------------------------
Mercuria (China) Investment Phoenix Global Resources Limited
Co., Ltd
------------------------------------
Mercuria Energia SLU
Mercuria Energy Group Holding
SA
Mercuria Energy Group Limited
Mercuria Energy Group Holding
Ltd
Mercuria Energy International,
LLC
Mercuria Energy Trading SA
Mercuria Energy Trading Middle
East DMCC
Mercuria Global Solutions
SA
Mercuria Holdings (Cyprus)
Limited
Minerva Bunkering (Gibraltar)
Ltd
Tailwind Energy Holdings
LLP
Upstream Latinoamerica SL
There is no further information which is required to be
disclosed under Schedule Two, paragraph (g) of the AIM Rules in
respect of Guillaume Jean Roger Vermersch.
Robert Stephen Lawson (aged 53)
Mr Lawson does not hold any ordinary shares nor options over
ordinary shares in the Company.
Mr Lawson is Executive Vice President of Mercuria Energy Group
which will hold 96,618,142 shares in Serica Energy plc.
Past Directorships (within the last
five years)
BP Espana SAU
BP Gas Marketing Limited
Britannic Strategies Limited
BP Oil International Limited
Britannic Energy Trading Limited
BP Gas & Power Investments Limited
Mr Lawson is expected to become a Director of Mercuria Energy
Group Ltd and Mercuria Energy Group Holding Ltd in due course. In
addition, Mr Lawson is a current director of the British American
Football Association.
There is no further information which is required to be
disclosed under Schedule Two, paragraph (g) of the AIM Rules in
respect of Robert Stephen Lawson.
The information contained within this announcement is deemed by
Serica to constitute inside information as stipulated under the
Market Abuse Regulation. By the publication of this announcement
via a regulatory information service, this inside information is
now considered to be in the public domain. The person responsible
for arranging the release of this announcement on behalf of Serica
is Mitch Flegg, chief executive officer.
Total Voting Rights
In accordance with the provision of the Disclosure Guidance and
Transparency Rules ("DTRs") of the Financial Conduct Authority (the
"FCA"), the Company confirms that, following Admission, its issued
share capital will comprise 381,152,452 ordinary shares, each of
which carries the right to vote, with no ordinary shares held in
treasury. This figure 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.
Enquiries:
+44 (0)20 7390
Serica Energy plc 0230
Mitch Flegg (CEO) / Andy Bell (CFO)
+44 (0)20 7280
Rothschild & Co. (Financial Advisor) 5000
James McEwen / Murray Yuill
+44 (0)20 7418
Peel Hunt LLP (Nomad & Joint Broker) 8900
Richard Crichton / David McKeown
Jefferies (Financial Advisor & Joint +44 (0)20 7029
Broker) 8000
Tony White / Will Soutar / George Chrysostomou
+44 (0)20 7390
Vigo Consulting (PR Advisor) 0230
Patrick d'Ancona / Finlay Thomson serica@vigoconsulting.com
NOTES TO EDITORS
Serica Energy is a British independent oil and gas exploration
and production company with a portfolio of UKCS assets.
On 20 December 2022, Serica announced that it had entered into
an agreement to acquire the entire issued share capital of Tailwind
Energy Investments Ltd from Tailwind Energy Holdings LLP. A
Circular was posted to shareholders on 9 January 2023, convening a
General Meeting ("GM") to vote on the proposed issuance of shares
in connection with the transaction. The resolution was voted on by
way of a poll and duly approved at the GM which was held on 27
January.
Following the addition of the Tailwind assets to its portfolio,
Serica has a balance of gas and oil production. The Company is
responsible for about 5% of the natural gas produced in the UK, a
key element in the UK's energy transition.
Serica's producing assets are focused around two main hubs: the
Bruce, Keith and Rhum fields in the UK Northern North Sea, which it
operates, and a mix of operated and non-operated fields tied back
to the Triton FPSO. Serica also has operated interests in the
producing Columbus (UK Central North Sea) and Orlando (UK Northern
North Sea) fields and a non-operated interest in the producing
Erskine field in the UK Central North Sea.
Serica's portfolio of assets includes several organic investment
opportunities which are currently being pursued or are under
consideration.
Further information on the Company can be found at
www.serica-energy.com . The Company's shares are traded on the AIM
market of the London Stock Exchange under the ticker SQZ and the
Company is a designated foreign issuer on the TSX. To receive
Company news releases via email, please subscribe via the Company
website.
Important Notice
This announcement has been issued by, and is the sole
responsibility of, Serica Energy plc. No representation or
warranty, express or implied, is or will be made by, or in relation
to, and no responsibility or liability is or will be accepted by
any adviser to the Company or by any of their respective affiliates
or agents as to or in relation to the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any responsibility or liability therefore is
expressly disclaimed.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the UK by the FCA, is acting for the Company in connection with
the Transaction and neither Peel Hunt nor any of its affiliates
will be acting for any other person or otherwise be responsible to
any person for providing the protections afforded to clients of
Peel Hunt or for advising any other person in respect of the
Transaction or any transaction, matter or arrangement referred to
in this announcement. Peel Hunt's responsibilities as the Company's
nominated adviser under the AIM Rules for Nominated Advisers are
owed solely to the London Stock Exchange and are not owed to the
Company or to any Director or to any other person in respect of his
decision to acquire shares in the Company in reliance on any part
of this announcement.
N. M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the FCA in the United Kingdom,
is acting as joint financial adviser to the Company and no one else
in connection with the Transaction and will not regard any other
person as its client in relation to the Transaction and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Rothschild & Co or its
affiliates nor for providing advice in relation to the Transaction,
nor for providing advice in relation to the contents of this
announcement or the Transaction or any transaction, arrangement or
matter referred to in this announcement.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting as joint financial adviser to the Company and no one else in
connection with the Transaction and will not regard any other
person as its client in relation to the Transaction and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Jefferies or its affiliates nor
for providing advice in relation to the Transaction, nor for
providing advice in relation to the contents of this announcement
or the Transaction or any transaction, arrangement or matter
referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Peel Hunt, Rothschild & Co or Jefferies by
FSMA or the regulatory regime established thereunder, none of Peel
Hunt, Rothschild & Co or Jefferies accepts any responsibility
whatsoever for the contents of this announcement, including its
accuracy, completeness or veri cation or for any other statement
made or purported to be made by it, or on its behalf, in connection
with the Company or the Transaction. Each of Peel Hunt, Rothschild
& Co and Jefferies accordingly disclaims all and any liability
whether arising in tort, contract or otherwise (save as referred to
above) in respect of this announcement or any such statement.
The contents of this announcement do not constitute or form part
of an offer of or invitation to sell or issue or any solicitation
of any offer to purchase or subscribe for any securities for sale
in any jurisdiction nor shall they (or any part of them) or the
fact of their distribution form the basis of, or be relied upon in
connection with, or act as an inducement to enter into, any
contract or commitment to do so.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This announcement includes statements that are, or may be deemed
to be, forward-looking statements, beliefs or opinions, including
statements with respect to the Company's business, financial
condition and results of operations. These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "expects",
"intends", "hopes", "may", "will", "would", "could" or "should" or,
in each case, their negative or other various or comparable
terminology. These statements are made by the Company's directors
in good faith based on the information available to them at the
date of this announcement and reflect the Company's directors'
beliefs and expectations. By their nature these statements involve
risk and uncertainty because they relate to events and depend on
circumstances that may or may not occur in the future. A number of
factors could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking
statements. No representation or warranty is made that any of these
statements or forecasts will come to pass or that any forecast
results will be achieved. Forward-looking statements speak only as
at the date of this announcement and the Company and its advisers
expressly disclaim any obligations or undertaking to release any
update of, or revisions to, any forward-looking statements in this
announcement. As a result, you are cautioned not to place any undue
reliance on such forward-looking statements.
Nothing in this announcement is intended as a profit forecast or
estimate for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
or dividend per share for the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share or dividend per share for
the Company.
Certain figures included in this announcement have been
subjected to rounding adjustments.
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END
ACQUOUWROSUOURR
(END) Dow Jones Newswires
March 23, 2023 04:27 ET (08:27 GMT)
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