TIDMSAVE
RNS Number : 1624X
Savannah Energy Plc
31 December 2021
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN
PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG,
JAPAN, NEW ZEALAND OR SINGAPORE
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
31 December 2021
Savannah Energy PLC
("Savannah", the "Company" or the "Group")
Publication of Admission Document, Restoration to Trading
and Notice of General Meeting
Savannah Energy PLC, the British independent energy company
focused around the delivery of Projects that Matter in Africa, is
pleased to announce the publication today of an AIM Admission
Document (the "Admission Document") in respect of the Exxon
Acquisition and the PETRONAS Acquisition as defined in its
announcements of 13 December 2021.
Restoration to trading, and commencement of dealings, on AIM of
the Company's existing Ordinary Shares will become effective at
8.00 a.m. today. The Admission Document is available to download
from the Company's website in accordance with the AIM Rules:
www.savannah-energy.com .
In line with AIM Rule 14, following publication of the Admission
Document, Shareholder approval will be sought at the Company's
General Meeting to be held at 10.30 a.m. on 24 January 2022, notice
of which is set out in the Admission Document.
Paragraph 1 of Part 1 of the Admission Document (Letter from the
Non-Executive Chair of Savannah) is included at the end of this
announcement. Defined terms are as per the Admission Document.
However, Shareholders are strongly encouraged to read the Admission
Document in full as part of their voting consideration at the
General Meeting.
Strand Hanson Limited is acting as Nominated and Financial
Adviser to the Company. finnCap and Panmure Gordon continue to act
as joint brokers to the Company.
Andrew Knott, CEO of Savannah Energy, said:
"I am pleased to announce the publication of the Admission
Document in relation to acquisition of the upstream and midstream
assets of Exxon and PETRONAS in Chad and Cameroon. These are
expected to be truly transformational acquisitions for Savannah,
more than doubling both our production levels and reserve base,
while being significantly accretive to corporate earnings, cashflow
and gearing metrics. Going forward we expect our portfolio of
high-quality assets to provide plenty of opportunity for future
growth, both organic and inorganic, in West and Central Africa. I
look forward to providing further updates to Shareholders on our
plans in this morning's retail investor call."
Retail Investor Call Today
As announced yesterday, Savannah will host a presentation and
Q&A for retail investors this morning at 09:30 GMT. To obtain
the dial-in details, please email ir@Savannah-energy.com . We
regret that for legal reasons, investors located in the United
States, Australia, Canada, Hong Kong, Japan, New Zealand or
Singapore will be unable to participate in the call.
Total Voting Rights
On restoration to trading on AIM of the Company's Ordinary
Shares at 8.00 a.m. today, the Company will have 996,408,412
Ordinary Shares in issue. Following admission to trading on AIM of
the 251,623,456 new Ordinary Shares to be issued pursuant to the
Placing and Subscription (as defined in the Company's announcement
of 5.53 p.m. on 30 December 2021), expected to take effect on 7
January 2022, the Company will have 1,248,031,868 Ordinary Shares
in issue. The Company does not hold any Ordinary Shares in treasury
and accordingly this will be the total number of voting rights in
the Company and may be used by Shareholders as the denominator for
the calculations by which they determine if they are required to
notify their interest in, or change to their interest in, the
Company under the FCA's Disclosure Rules and the Transparency
Rules. When issued, the Placing Shares and Subscription Shares will
rank pari passu with the Existing Ordinary Shares.
LETTER FROM THE NON-EXECUTIVE CHAIR OF SAVANNAH
To the holders of Existing Ordinary Shares and, for information
only, to holders of Share Options Dear Shareholder,
PROPOSED ACQUISITION OF EXXONMOBIL'S AND PETRONAS'S ENTIRE
UPSTREAM AND MIDSTREAM ASSET PORTFOLIO IN CHAD AND CAMEROON,
PLACING AND SUBSCRIPTION OF 251,623,456 NEW ORDINARY SHARES AT
19.35 PENCE PER SHARE, NOTICE OF GENERAL MEETING AND RE-ADMISSION
OF THE FURTHER ENLARGED SHARE CAPITAL TO TRADING ON AIM FOLLOWING
SATISFACTION OF CONDITIONS PRECEDENT
1. Introduction
On 13 December 2021, the Company announced that it had entered
into agreements to acquire ExxonMobil's and PETRONAS's interests in
the Doba Oil Project and the Chad-Cameroon ETS for considerations
of US$360 million (with a further oil price contingent payment of
up to US$50 million), subject to other adjustments, and US$266
million subject to working capital and customary adjustments,
respectively. Completion of the Exxon Acquisition and the PETRONAS
Acquisition are each conditional upon, inter alia, Shareholder
approval at the General Meeting, the waiver of pre-emption rights
by other participants in the Doba Consortium and approval by the
Ministry of Petroleum and Energy of the Republic of Chad.
Completion of the PETRONAS Acquisition also requires receipt of
merger approval from the CEMAC Council for Competition. The Exxon
Acquisition and the PETRONAS Acquisition are not
inter-conditional.
Under the terms of the Exxon SPA, the Company will acquire a
40.00 per cent. operated interest in the Doba Oil Project, a 40.19
per cent. interest in the Chad Pipeline Company and a 41.06 per
cent. interest in the Cameroon Pipeline Company. Under the terms of
the PETRONAS SPA, the Company will acquire a 35.00 per cent.
interest in the Doba Oil Project, a 30.16 per cent. interest in the
Chad Pipeline Company and a 29.77 per cent. interest in the
Cameroon Pipeline Company.
In aggregate, Savannah will acquire, on Completion of both the
Exxon Acquisition and the PETRONAS Acquisition:
-- a 75.00 per cent. participating interest in the Doba Oil
Project which comprises seven producing oil fields with 186.5 MMstb
of 2P Reserves and 2C Resources and which produced an average gross
daily production of 33.7 Kbopd (net 25.3 Kbopd) in 2020;
-- a 70.34 per cent. equity interest in the Chad Pipeline
Company which owns the 178 km section of the Chad-Cameroon ETS that
runs from the Doba Oil Project to the Cameroon border; and
-- a 70.83 per cent. equity interest in the Cameroon Pipeline
Company which owns the 903 km section of the Chad-Cameroon ETS that
runs from the border, through Cameroon and the associated export
facilities, including the Kome Kribi 1 FSO.
34
Due to their size and nature, both the Exxon Acquisition and the
PETRONAS Acquisition individually constitute reverse takeover
transactions pursuant to AIM Rule 14.
The General Meeting to approve each of the Exxon Acquisition and
the PETRONAS Acquisition will be held at 10.30 a.m. on 24 January
2022 at the offices of the Company, being 40 Bank Street, London
E14 5NR, notice of which is set out at the end of this document.
The Exxon Acquisition and the PETRONAS Acquisition are not
inter-conditional and therefore one, both or neither transaction
may complete.
Completion of the Exxon Acquisition is conditional upon, inter
alia, Shareholder approval at the General Meeting and Ministerial
Consent, which is expected to be received by March 2022. The Exxon
Acquisition is also conditional upon an IT systems transition
process, which is expected to take approximately six months from
the signature of the Exxon SPA. Therefore, Completion of the Exxon
Acquisition is expected to take place during or around June
2022.
Assuming Completion of the Exxon Acquisition (such that all
conditions precedent are satisfied), the Company's existing
quotation on AIM will be cancelled and re-admission of the then
Group (including the PETRONAS Target Companies to the extent the
PETRONAS Acquisition has completed), as enlarged by the Exxon
Acquisition, will become effective.
Completion of the PETRONAS Acquisition is conditional upon,
inter alia, Shareholder approval at the General Meeting and
Ministerial Consent, which is expected to be received by March
2022. Completion of the PETRONAS Acquisition also requires receipt
of merger approval from the CEMAC Council for Competition (Conseil
Communautaire de la Concurrence), and such approval can take up to
six months to be determined, following submission of the
notification by Savannah Chad, which is expected to be made shortly
after publication of this document. Therefore, should the CEMAC
Council for Competition take the full six months to provide its
approval, Completion of the PETRONAS Acquisition would be expected
to take place during or around June 2022.
Assuming Completion of the PETRONAS Acquisition (such that all
conditions precedent are satisfied), the Company's existing
quotation on AIM will be cancelled and re-admission of the then
Group (including the Exxon Target Companies, to the extent the
Exxon Acquisition has completed), as enlarged by the PETRONAS
Acquisition, will become effective.
On Completion of each of the Exxon Acquisition and the PETRONAS
Acquisition, the Company shall be required to publish a
supplementary admission document pursuant to the AIM Rules.
Further details on the Exxon Acquisition and the PETRONAS
Acquisition are set out in paragraphs 3, 4 and 5 of this Part 1 and
Part 2 of this document. The purpose of this document is to set out
the details of, and reasons for, the Exxon Acquisition and the
PETRONAS Acquisition and explain why the Directors consider both
transactions to be in the best interests of the Company and its
Shareholders and recommend that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting.
The considerations payable for the Exxon Acquisition and the
PETRONAS Acquisition will be funded by a combination of the Debt
Financing, Placing, Subscription and the Junior Loan Facility,
further details of which are set out in paragraphs 8, 9 and 10 of
this Part 1.
The Company has announced today that it has raised from new and
existing investors via the Placing and Subscription net proceeds of
approximately US$63.7 million at the Placing Price of 19.35 pence
per share. Restoration to trading on AIM of the Existing Ordinary
Shares is expected to become effective at 8.00 a.m. today and
trading in the Placing Shares and Subscription Shares is expected
to commence at 8.00 a.m. on 7 January 2022. Neither the Placing nor
the Subscription is conditional on the Exxon Acquisition or the
PETRONAS Acquisition completing. Further details on the Placing and
the Subscription are set out in paragraph 8 of this Part 1.
For further information please contact:
+44 (0) 20 3817
Savannah Energy 9844
Andrew Knott, CEO
Nick Beattie, Interim CFO
Sally Marshak, Head of IR &
Communications
+44 (0) 20 7409
Strand Hanson (Nominated Adviser) 3494
James Spinney
Ritchie Balmer
Rob Patrick
finnCap Ltd (Joint Broker)
Christopher Raggett +44 (0) 20 7220
Tim Redfern 0500
Panmure Gordon (UK) Ltd (Joint
Broker)
John Prior +44 (0) 20 7886
Hugh Rich 2500
+44 (0) 20 3757
Camarco 4983
Billy Clegg
Owen Roberts
Violet Wilson
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR").
About Savannah Energy:
Savannah Energy PLC is an AIM listed British independent energy
company focused around the delivery of Projects that Matter in
Africa. In Nigeria, the Company has controlling interests in the
cash flow generative Uquo and Stubb Creek oil and gas fields, and
the Accugas midstream business in South East Nigeria, which
provides gas enabling over 10% of Nigeria's thermal power
generation. In Niger, the Company has licence interests covering
approximately 50% of the highly oil prolific Agadem Rift Basin of
South East Niger, where the Company has made five oil discoveries
and seismically identified a large exploration prospect inventory
consisting of 146 exploration targets to be considered for
potential future drilling activity. The Company has announced that
it is in the process of acquiring a portfolio of upstream and
midstream assets in Chad and Cameroon.
Further information on Savannah Energy PLC can be found on the
Company's website: www.savannah-energy.com .
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END
MSCFIFVRFELLVIL
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December 31, 2021 02:00 ET (07:00 GMT)
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