TIDMPHAR
RNS Number : 7869L
Pharos Energy PLC
15 September 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
15 September 2021
Pharos Energy plc ("Pharos")
Farm-Out of the Pharos Group's interests in the El Fayum and
North Beni Suef Concessions, Egypt
Pharos Energy plc, an independent oil and gas exploration and
production company, is pleased to announce that the Pharos Group
has entered into conditional agreements for the farm-out and sale
of a 55% working interest and operatorship in each of the Egyptian
El Fayum and North Beni Suef Concessions (the "Assets") to IPR Lake
Qarun Petroleum Co. ("IPR Lake Qarun"), a wholly owned subsidiary
of IPR Energy AG ("IPR") (the "Transaction"). The consideration
implies a gross (100%) value of up to US$115 million for the Assets
and consists of US$5 million cash at completion of the Transaction,
funding of the Pharos Group's retained interest share of the cost
of future activities on the Assets for US$38.425 million net
(subject to working capital and interim period adjustments from the
economic effective date of 1 July 2020), and contingent
consideration of up to US$20 million dependent on Brent oil prices
in each of the 4 calendar years from 2022 to 2025.
Transaction Highlights
- Pharos to sell a 55% working interest and operatorship in the
producing El Fayum Concession and in the North Beni Suef
Concession
- The Transaction implies a gross value of up to US$115 million
for the Assets, dependent on the Brent Price contingent
consideration
- Firm consideration of US$5 million upon completion of the Transaction
- Disproportionate funding by IPR Lake Qarun of US$38.425
million of costs net to Pharos (to be adjusted for working capital
and interim period adjustments from the economic effective date of
1 July 2020)
- Additional contingent consideration of up to US$20 million
dependent on the Brent Price from 2022 to the end of 2025 (with
floor and cap at US$62 / bbl and c. US$90 / bbl, respectively)
- Expected to strengthen the Pharos Group's balance sheet and
enable a more comprehensive and quicker development of the El Fayum
Concession, as well as testing of the low risk North Beni Suef
Concession at low cost to Pharos through a sustained drilling
programme
- Completion currently expected Q1 2022
Ed Story, Chief Executive of Pharos, said:
"I am extremely pleased to be able to announce the farm-out of a
55% operated interest in each of our Egyptian Concessions, El Fayum
and North Beni Suef, to IPR, a group which has extensive experience
in Egypt. The farm-out, while instantly boosting our balance sheet,
will allow the entry of a partner who has committed to carry Pharos
on a capital programme on these Egyptian assets, which will in turn
lead to increased production, helping to fulfil the full potential
of the concessions."
IPR Background
- IPR has been present in Egypt for 40 years, currently with 8
concessions and operating 5 (both onshore and offshore) and active
in all 4 key producing regions, namely the Western Desert, the Nile
Delta, the Gulf of Suez and the Eastern Desert. IPR has proven
itself to be both a technically proficient and effective and
low-cost operator and has agreed to cap initial operator G&A to
around half of current levels, saving US$2 million gross per annum.
IPR has achieved 90% growth in net production with reserve
replacement ratios consistently exceeding 100% year on year since
2012.
- IPR is well capitalised to fund the proposed work programme on
both Concessions and its existing in-country presence and
relationships with the Egyptian government and regulatory
authorities are expected to facilitate a rapid expansion of
operational activity following completion.
- The wider IPR Energy group also owns oil and gas services
businesses, which possess drilling and workover rigs that have the
potential to be deployed on the El Fayum and North Beni Suef
Concessions for both near and longer term operations.
Circular
The Transaction is a Class 1 transaction under the Listing Rules
and accordingly subject to shareholder approval. Pharos will
publish a circular to Shareholders in due course setting out
further details of the Transaction and convening the General
Meeting, at which shareholder approval will be sought for the
Transaction.
Jefferies is acting as financial adviser and sponsor to Pharos
in connection with the Transaction.
This summary should be read in conjunction with the full text of
this announcement. Capitalised terms used in this announcement, if
not defined in the main body of the announcement, have the meanings
given to them in the Appendix.
Enquiries:
Pharos Energy plc Tel: 020 7747 2000
Ed Story, President and Chief Executive Officer
Jann Brown, Managing Director
Mike Watts, Managing Director
Sue Rivett, Chief Financial Officer
Presentation
A copy of the Pharos 2021 interim results presentation,
incorporating information on the Transaction, will be available
later today at www.pharos.energy.
NOTES TO EDITORS
The information contained within this announcement is deemed by
Pharos to constitute inside information as stipulated under UK MAR.
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 for
the release of this announcement on behalf of Pharos is Dr Mike
Watts.
For further information on Pharos please go to:
www.pharos.energy
Disclaimers
This announcement has been issued by and is the sole
responsibility of Pharos. The information contained in this
announcement is for information purposes only and does not purport
to be complete. The information in this announcement is subject to
change.
This announcement has been prepared in accordance with English
law, UK MAR, the Listing Rules and the Disclosure Guidance and
Transparency Rules of the FCA and information disclosed may not be
the same as that which would have been prepared in accordance with
the laws of jurisdictions outside England.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for Pharos and for no-one else in connection
with the contents of this announcement and the Transaction and will
not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Pharos for providing the protections afforded to clients
of Jefferies nor for providing advice in connection with the
contents of this announcement or the Transaction or any
transaction, arrangement or other matter referred to in this
announcement.
The contents of this announcement are not to be construed as
legal, business or tax advice. Each Shareholder should consult its
own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice respectively
Cautionary Note Regarding Forward-looking Statements
This announcement includes certain forward-looking statements
with respect to the financial condition, results of operations and
business of the Pharos Group and certain plans and objectives of
the Board. These forward-looking statements can be identified by
the fact that they do not relate to any historical or current
facts. Forward-looking statements often use words such as
"proposed", "anticipate", "expect", "estimate", "intend", 'plan",
"believe", "will", "may", "should", "would", "could" or other words
with a similar meaning. These statements are based on assumptions
and assessments made by the Board in light of its experience and
its perception of historical trends, current conditions, expected
future developments and other factors it believes appropriate. By
their nature, forward-looking statements involve risk and
uncertainty and there are a number of factors that could cause
actual results and developments to differ materially from those
expressed in, or implied by, such forward-looking statements.
These forward-looking statements speak only as at the date of
this announcement. Save as required by the requirements of the
Listing Rules or the Disclosure Guidance and Transparency Rules of
the FCA or otherwise arising as a matter of law or regulation,
Pharos expressly disclaims any obligation or undertaking to
disseminate after publication of this announcement any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the Pharos Group's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based.
Neither the content of Pharos' website (or any other website)
nor the content of any website accessible from hyperlinks on
Pharos' website (or any other website) is incorporated into or
forms part of this announcement.
Unless otherwise indicated, all references in this announcement
to all references to "US dollars", "US$" and "US cents" are to the
lawful currency of the United States.
About Pharos Energy plc
Pharos Energy plc is an independent oil and gas exploration and
production company with a focus on sustainable growth and returns
to stakeholders, which is listed on the London Stock Exchange.
The Pharos Group has production, development and/or exploration
interests in Egypt, Vietnam and Israel.
In Egypt, the Pharos Group holds a 100% working interest in the
El Fayum Concession in the Western Desert. The Concession produces
from multiple fields over 10 development leases and is located 80
km southwest of Cairo. Field operations are conducted by
Petrosilah, a 50/50 joint operating company between the Pharos
Group and the Egyptian General Petroleum Corporation (EGPC).
The Pharos Group also holds a 100% working interest in the North
Beni Suef (NBS) Concession, which is located immediately south of
the El Fayum Concession.
In Vietnam, Pharos has a 30.5% working interest in Block 16-1,
which contains 97% of the Te Giac Trang (TGT) field and is operated
by the Hoang Long Joint Operating Company. Pharos' unitised
interest in the TGT field is 29.7%. Pharos also has a 25% working
interest in the Ca Ngu Vang (CVN) field located in Block 9-2, which
is operated by the Hoan Vu Joint Operating Company. Blocks 16-1 and
9-2 are located in the shallow water Cuu Long Basin, offshore
southern Vietnam. Pharos also holds a 70% interest in and is
designated operator of Blocks 125 & 126, located in the
moderate to deep water Phu Khanh Basin, north east of the Cuu Long
Basin, offshore central Vietnam.
In Israel, Pharos together with Cairn Energy plc and Israel's
Ratio Oil Exploration, have eight licences offshore Israel. Each
party has an equal working interest and Cairn is the operator.
DETAILS OF THE TRANSACTION
1. Introduction
On 14 September 2021, Pharos El Fayum, a wholly owned subsidiary
of Pharos, entered into the Farm-Out Agreements with IPR and IPR
Lake Qarun that will, on completion, result in Pharos El Fayum
selling to IPR Lake Qarun a 55% interest in the El Fayum Concession
and a 55% interest in the North Beni Suef Concession. Under two new
JOAs to be entered into between Pharos El Fayum and IPR Lake Qarun
at completion, IPR Lake Qarun will also be designated operator as
between the Contractor parties under the Concessions. IPR is party
to the Farm-Out Agreements as guarantor of the obligations of IPR
Lake Qarun.
The firm consideration payable to the Pharos Group is US$5
million on completion plus a disproportionate funding contribution
from IPR Lake Qarun of US$38.425 million (net Pharos' share), to be
adjusted for economic date working capital as of 1 July 2020
("Economic Date") and interim period cashflows from the Economic
Date.
In addition, and as described in more detail in paragraph 3
below, the Pharos Group will be entitled to contingent
consideration depending on the average Brent Price each year from
2022 to the end of 2025, capped at a maximum total payment of US$20
million.
The Transaction is conditional upon, inter alia, the waiver or
deemed waiver by EGPC of its pre-emption rights in respect of the
Transaction and the signature of the Deeds of Assignment by EGPC
and the Minister.
The Transaction is of sufficient size relative to that of the
Pharos Group to constitute a Class 1 transaction under the Listing
Rules and is therefore also conditional upon the approval of Pharos
Shareholders. Pharos will publish a circular to Shareholders in due
course setting out further details of the Transaction and convening
the General Meeting, at which Shareholder approval will be sought
for the Transaction.
2. Background to and Reasons for the Transaction
In 2019, Pharos acquired a 100% working interest as the
Contractor under the El Fayum Concession via its acquisition of
Merlon El Fayum Petroleum Company (now Pharos El Fayum). Since the
completion of this acquisition, Pharos has been awarded a 100%
working interest in the highly prospective North Beni Suef
Concession.
The producing El Fayum Concession is well understood with
significant near-term production and cash flow growth available
from a sustained period of drilling, with drilling targets and
further development options already identified. The North Beni Suef
Concession contains highly prospective acreage with significant
resource potential, including several low risk prospects.
Prior to the COVID-19 pandemic and the oil price shock, 3
drilling rigs and 3 workover rigs were operating through Q1 2020. 7
wells (5 producers and 2 injectors) were drilled through to April
2020 in El Fayum. However, due to the uncertain macro-economic
environment resulting from COVID-19, Pharos decided to conserve
cash by issuing termination notices on 5 of the 6 rigs in Q2 2020
and engaged Jefferies to conduct a farm-out process for the Assets.
The proceeds and disproportionate funding received from the
Transaction, coupled with the anticipated improvement to El Fayum
fiscal terms approved by EGPC and announced on 30 March 2021 and
the continued strength in Brent pricing, will unlock the potential
of both Concessions and strengthen the Pharos Group's financial and
strategic position. In addition, Pharos will benefit from IPR's
experience in operating in Egypt, low-cost set up and ownership of
drilling and workover rigs.
About the IPR Energy Group
The wider Improved Petroleum Recovery (IPR) Energy Group
consists of specialized upstream oil and gas companies with
extensive global experience and resources. Since inception in 1981
as an expert petroleum engineering firm executing turnkey EOR field
development projects in public sectors, IPR Energy Group has
expanded into field services and its core business of international
E&P operations by applying state-of-the-art technology for the
exploitation of oil and gas worldwide.
The IPR Energy Group's E&P portfolio spans operated and
non-operated working interest in 8 concessions in Egypt, both
onshore in the Western Desert, Nile Delta, and Eastern Desert and
offshore in the Gulf of Suez, as well as producing leases in south
Asia and the U.S.A.
To serve both its own E&P business and external clients, the
IPR Energy Group provides a complete array of geological and
petroleum engineering services using integrated technologies for
exploration, field development and reservoir management, brown
field production optimization, EOR applications, and training.
Utilizing company-owned equipment, field services primarily include
activities in drilling, workover, and pulling unit services;
chemical, polymer, and gel services and supply; water shutoff
treatments; and gas power generation.
In accordance with IFC Performance Standards, IPR Energy Group
is committed to socially responsible best operational practices
that positively contribute to communities where it operates.
3. Summary of the key terms of the Transaction
The consideration payable by IPR Lake Qarun in respect of the
Transaction is as follows:
- Firm consideration of US$5 million in cash on completion.
- IPR Lake Qarun to disproportionately fund the Pharos Group's
retained interest share of the cost of future activities on the
Assets for US$38.425 million net to Pharos), to be adjusted for
Economic Date working capital and interim period cashflows from the
Economic Date (1 July 2020).
- Additional contingent consideration will be payable in respect
of each of the calendar years 2022 to 2025 if the Brent Price in
that year exceeds US$62/bbl. The contingent consideration for each
year will be equal to the amount by which the Brent Price for that
year exceeds US$62/bbl (rounded down to the nearest dollar or
half-dollar) multiplied by US$175,000, capped in respect of each
calendar year at US$5 million.
- IPR Lake Qarun has also agreed to reimburse Pharos El Fayum in
cash at completion for the full amount of any assignment bonus or
bonuses payable in respect of the Deeds of Assignment and, if the
amount of the bonus for the Deed of Assignment relating to the El
Fayum Concession exceeds US$1 million, the excess will be deducted
from the net funding by IPR of the Pharos Group's retained interest
share of the Concessions.
The Transaction will be implemented by way of the sale of a 55%
interest in each of the El Fayum and the North Beni Suef
Concessions. IPR Lake Qarun and Pharos El Fayum will also sign new
JOAs for both Concessions at completion. IPR Lake Qarun, as the new
operator of both Concessions following completion, has agreed under
the new JOAs to an aggregate cap on the general and administrative,
or G&A, costs charged by it to the joint accounts for both
Assets up to end 2022 (including the operator's organisational
costs outside Egypt and the cost of operator personnel seconded to
Petrosilah) at an annual equivalent of US$2 million , subject to
indexation from 1 January in the year following the second
anniversary of completion. From 2023 onwards, the cap will only
apply to the El Fayum JOA.
The Transaction is conditional upon the satisfaction or, where
applicable, waiver of the following conditions, amongst others:
- the waiver or deemed waiver by EGPC of its pre-emption rights in respect of the Transaction;
- the receipt of EGPC's approval of the Deeds of Assignment;
- Pharos Shareholders passing a resolution to approve the
Transaction at the General Meeting; and
- the signature of the third amendment to the El Fayum
Concession containing the improved fiscal terms previously approved
by EGPC.
If Shareholders do not approve the Transaction at the General
Meeting then Pharos El Fayum would be required to pay a break fee
of up to US$1 million to IPR Lake Qarun. In addition, IPR Lake
Qarun has agreed to pay to the Pharos Group a deposit of US$1.2
million, which is retained if the Transaction does not complete as
a result of IPR's or IPR Lake Qarun's breach of the Transaction
Documents.
The Farm-Out Agreements are interconditional, such that
completion under each Farm-Out Agreement is conditional on
completion under the other unless otherwise agreed between the
parties. If all of the conditions under the Farm-Out Agreements are
not satisfied or, where applicable, waived by the first anniversary
of the Farm-Out Agreements, or such later date as may be agreed
between the parties, the Farm-Out Agreements will terminate and the
Transaction will not proceed to completion.
Pharos El Fayum has given certain customary undertakings to IPR
Lake Qarun in relation to the Sale Interests and its conduct of
operations and activities in relation to the Assets between
signature of the Farm-Out Agreements and completion of the
Transaction, including an undertaking not to enter into any
commitments relating to the Sale Interests other than in the
ordinary course of that business during that period.
Pharos El Fayum has also given customary warranties to IPR Lake
Qarun in connection with the Transaction, some of which will be
repeated on the date of Completion. Pharos El Fayum's liability in
relation to those warranties is subject to customary limitations
and exclusions.
IPR Lake Qarun is not obliged, by virtue of the Farm-Out
Agreements, to take on any of the Pharos Group's staff in Egypt or
elsewhere. However, under the El Fayum Farm-Out Agreement, IPR Lake
Qarun has agreed to reimburse to Pharos El Fayum the severance and
other payments made or required by law as a result of an employee
of the Pharos Group based in Egypt ceasing to be an employee of the
Pharos Group between the date of the agreement and the date 6
months after completion of the Transaction if the individual
concerned becomes an employee or consultant of the IPR Energy Group
within 6 months after ceasing to be an employee of the Pharos
Group.
Formal legal title to the Sale Interests will be transferred
only on signature of the corresponding Deeds of Assignment by the
parties thereto, including EGPC and the Minister.
4. Information on the El Fayum and North Beni Suef Concessions
El Fayum Concession overview and history of development
The El Fayum Concession covers an area of 1,564 km(2) in Egypt's
low-cost and highly prolific Western Desert, and so benefits from
extensive existing infrastructure and a well-developed service
industry.
Pharos, through its wholly owned subsidiary Pharos El Fayum,
acquired by Pharos on 2 April 2019, currently has a 100% Contractor
interest in the El Fayum Concession. Field operations in the El
Fayum Concession are conducted by Petrosilah, a 50/50 joint
operating company between Pharos El Fayum and EGPC.
The El Fayum Concession was originally signed in 2004 and the
majority of producing fields within the concession were discovered
between 2009 and 2012. To date, over 130 wells have been drilled
across the El Fayum Concession, the majority of which are
development and appraisal wells.
Pharos has worked with ERCe to generate an El Fayum investment
case that identifies a path towards production of over 10,000
bbls/day within 24 months of completion of the Transaction. This
investment case includes 57 new wells (48 producers and 9 water
injectors), and the 2022 and 2023 work programme and budget
associated with the investment case has been agreed in principle by
IPR Lake Qarun under the Farm-Out Agreement. This drilling campaign
and the full deployment of a water flood programme, together with
the anticipated improvement in the fiscal terms for the El Fayum
Concession, are expected to result in a marked improvement to the
Brent breakeven price on the Concession.
North Beni Suef Concession overview and history
The North Beni Suef Concession covers an area of 5,060 km(2) in
the Beni Suef basin, immediately south of the El Fayum Concession
and close to existing Egyptian production in adjacent development
leases.
Pharos, through Pharos El Fayum, currently has a 100% operated
Contractor interest in the North Beni Suef Concession, signed in
December 2019 following a successful bid round.
The existing dataset on the North Beni Suef Concession consists
of 3,101 km 2D seismic, 1,625 km(2) 3D seismic and data from 8
wells.
Estimated Reserves
Pharos' net working interest 2P reserves as at YE 2020 for the
El Fayum Concession and North Beni Suef Concession are outlined
below:
Concession Net 2P reserves YE 2020
(mmboe)
El Fayum 40.8
------------------------
North Beni Suef Nil
------------------------
Contractor Interests and operatorship
El Fayum Concession
Assuming the Transaction completes, the impact on the holdings
of the Contractor interests in the El Fayum Concession will be as
set out in the table below:
Contractor party Interest pre-Transaction Interest post-Transaction
(%) (%)
Pharos El Fayum 100.0 45.0
------------------------- ----------------------------------
IPR Lake Qarun Nil 55.0 and operatorship*
------------------------- ----------------------------------
* As stated above, Petrosilah is the designated operating
company under the El Fayum Concession and has full responsibility
for field operations thereunder. The appointment of IPR Lake Qarun
as operator following completion of the Transaction, as between the
Contractor parties, will have no effect on the continuing status of
Petrosilah as the operating company under the Concession.
North Beni Suef Concession
Assuming the Transaction completes, the impact on the holdings
of the Contractor interests in the North Beni Suef Concession will
be as set out in the table below:
Contractor party Interest pre-Transaction Interest post-Transaction
(%) (%)
Pharos El Fayum 100.0 45.0
------------------------- --------------------------
IPR Lake Qarun Nil 55.0 and operatorship*
------------------------- --------------------------
* The North Beni Suef Concession provides for the appointment of
a joint stock operating company involving EGPC following the first
commercial discovery.
5. Financial effects of the Transaction and use of proceeds
The consideration payable to the Pharos Group by IPR Lake Qarun
in respect of the Transaction is summarised at paragraphs 1 and 3
above.
Pharos intends to use the initial cash proceeds of the
Transaction for general working capital and to pay fees and other
costs relating to the Transaction. The gross value of the Assets
(based on a 100% net working interest) as at 30 June 2021 was
US$108.9 million, as stated in the Group's interim results
announced today. The loss before tax attributable to the Assets
(based on a 100% net working interest) for the year ended 31
December 2020 was US$124.6 million.
The Transaction is not expected to result in any material cash
tax liability for the Pharos Group.
6. General Meeting
As stated above, the Transaction requires the approval of Pharos
Shareholders under the Listing Rules and, accordingly, completion
of the Transaction is conditional upon Shareholders' approval being
obtained at the General Meeting. A circular setting out further
details of the Transaction, together with the notice to convene the
General Meeting and the form of proxy for use at the General
Meeting, will be published in due course.
The resolution to approve the Transaction will be proposed as an
ordinary resolution that will be passed if a simple majority of the
votes cast are in favour of the resolution.
Appendix - Definitions
The following definitions apply throughout this announcement
unless the context otherwise requires:
2P equivalent to the sum of proved plus probable
reserves; denotes best estimate scenario
of reserves
bbl barrel (of crude oil or other liquid hydrocarbons)
Board the board of directors of Pharos
Brent Price the average mid-point Brent (Dated) crude
price in a calendar year, as reported by
S&P Global Platts Crude Oil Marketwire or,
which failing, an appropriate alternative
to be agreed or determined
Concessions the El Fayum Concession and the North Beni
Suef Concession
Contractor the party or parties identified as being,
or forming part of, the "CONTRACTOR" as
defined in the El Fayum Concession or, as
the case may be, the North Beni Suef Concession
Deeds of Assignment deeds assigning a 55% interest in the Contractor's
rights and obligations in each of the El
Fayum Concession and the North Beni Suef
Concession from Pharos El Fayum to IPR Lake
Qarun
EGPC the Egyptian General Petroleum Corporation,
an Egyptian state oil and gas company
El Fayum Concession the Concession Agreement for Petroleum Exploration
and Exploitation entered into on 15 July
2004 between the Arab Republic of Egypt,
EGPC and Pharos El Fayum in respect of the
El Fayum Area, Western Desert, as amended
from time to time (or, as the context may
require, the area to which this agreement
applies)
EOR enhanced oil recovery
ERCe ERC Equipoise Limited, an oil and gas subsurface
consultancy
Farm-Out Agreements the agreements dated 14 September 2021 entered
into between Pharos El Fayum, IPR and IPR
Lake Qarun for the sale and purchase of
the Sale Interests by Pharos El Fayum to
IPR Lake Qarun
FCA the Financial Conduct Authority
General Meeting the general meeting of Pharos to be convened
to approve the Transaction
IPR IPR Energy AG, a company organised and existing
under the law of Switzerland (company registration
number CHE-362.773.377)
IPR Lake Qarun IPR Lake Qarun Petroleum Co, an exempted
company with limited liability organised
and existing under the laws of the Cayman
Islands (registration number 379306), a
wholly owned subsidiary of IPR
JOAs the joint operating agreements in the agreed
form between Pharos El Fayum and IPR Lake
Qarun in relation to the El Fayum Concession
and the North Beni Suef Concession, to be
entered into on completion of the Transaction
(and references to the El Fayum JOA and
North Beni Suef JOA shall be construed accordingly)
Listing Rules the listing rules issued and maintained
by the FCA
Minister the Minister of Petroleum and Mineral Resources
of the Arab Republic of Egypt
North Beni Suef Concession the Concession Agreement for Petroleum Exploration
and Exploitation entered into on 24 December
2019 between the Arab Republic of Egypt,
EGPC and Pharos El Fayum in respect of the
North Beni Suef Area, Nile Valley (or, as
the context may require, the area to which
this agreement applies)
Petrosilah a joint stock company incorporated in the
Arab Republic of Egypt on 1 July 2004 with
Pharos El Fayum and EGPC each holding and
owning, prior to completion of the Transaction,
one half of the capital stock, designated
as the operator under the El Fayum Concession
Pharos Pharos Energy plc
Pharos El Fayum Pharos El Fayum (formerly named Merlon Petroleum
El Fayum Company), an exempted company with
limited liability organised and existing
under the laws of the Cayman Islands (registration
number 78257), a member of the Pharos Group
Pharos Group Pharos, its subsidiary undertakings and
any other body corporate, legal entity,
partnership or unincorporated joint venture
in which Pharos or any of its subsidiary
undertakings holds a participating interest
(as such term is defined by section 1162
of the Companies Act 2006) from time to
time and references to a member of the Pharos
Group shall be construed accordingly
Sale Interests (a) a legal and a 55% share of the beneficial
interest in the rights and obligations of
the Contractor under the El Fayum Concession,
a 55% participating interest under the El
Fayum JOA and the corresponding 55% share
of the legal and beneficial interest in
the shares of Petrosilah to which the Contractor
is entitled (being 27.5% of the shares in
Petrosilah); and
(b) a legal and a 55% share of the beneficial
interest in the rights and obligations of
the Contractor under the North Beni Suef
Concession and a 55% participating interest
under the North Beni Suef JOA
Shareholders or Pharos the holders of the ordinary shares in the
Shareholders capital of Pharos
Transaction the proposed farm-out and sale of the Sale
Interests by Pharos El Fayum to IPR Lake
Qarun pursuant to the Farm-Out Agreements
Transaction Documents the Farm-Out Agreements and the corresponding
JOAs
UK MAR the retained UK version of the Market Abuse
Regulation (596/2014)
workover a well intervention, which is any operation
carried out on an existing well during or
at the end of its productive life, which
alters the state of the well and/or well
geometry, provides well diagnostics, or
manages the production of the well for the
purpose of restoring, prolonging or enhancing
production from that well
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MSCLIMTTMTJBTPB
(END) Dow Jones Newswires
September 15, 2021 02:00 ET (06:00 GMT)
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