£52m Placing/Subscription, GM Notice & Board Appt.

Released : 18/04/2016 07:00

RNS Number : 4529V
Hurricane Energy PLC
18 April 2016
 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

18 April 2016

Hurricane Energy plc

("Hurricane" or the "Company")

£52.1 million Placing and Subscription

Notice of General Meeting

and

Conditional Board Appointment

 

Hurricane Energy plc, the UK-based oil and gas company focused on hydrocarbon resources in naturally fractured basement reservoirs, is pleased to announce that it has conditionally raised gross proceeds of approximately £52.1 million through a proposed issue of 347,245,265 New Ordinary Shares at a price of 15 pence per share. The Company is pleased to have obtained the support of Kerogen Capital, an independent private equity fund manager specialising in the international oil and gas sector. Kerogen Investments No. 18 Limited, an entity which is part of the fund managed by Kerogen Capital, has conditionally subscribed for 293,911,931 of these New Ordinary Shares (the "Kerogen Subscription") to raise gross proceeds of approximately £44.1 million. The remainder of the New Ordinary Shares have been conditionally placed with two other institutional investors, Crystal Amber and Marlborough Fund Nominees, to raise gross proceeds of £8.0 million (the "Placing").

In connection with the Kerogen Subscription and the Placing (together the "Fundraising"), the Company has conditionally agreed to issue warrants to Crystal Amber (the "CA Warrants") to subscribe for up to 23,333,333 new Ordinary Shares (the "CA Shares") at a price of 20 pence per share (the "CA Warrants Issue").

The Kerogen Subscription, the Placing and the CA Warrants Issue are conditional, amongst other things, on Shareholder approval.

The net proceeds of the Kerogen Subscription and the Placing will be used to fund the drilling of two wells on Lancaster in 3Q 2016 (the "Lancaster 7 Wells") and for general corporate purposes.

Highlights

·     £52.1 million to be raised by way of the Kerogen Subscription and the Placing with other institutional investors at a price of 15 pence per share

Represents a premium of 46.3% to the closing middle market price of 10.3 pence per share on 15 April 2016 and a premium of 24.9% to the 30 trading day volume weighted average price of 12.0 pence per share

·     Net proceeds primarily to be used to fund the Lancaster 7 Wells, the first of which will spud in early 3Q 2016

·     Kerogen Capital is an independent private equity fund manager specialising in the international oil and gas sector

Participation in fundraising provides endorsement by a technically experienced, specialist upstream investor

Roy Kelly, Managing Director and Head of Technical at Kerogen Capital, will be appointed as a non-executive director of the Company on behalf of Kerogen Capital on completion of the transaction, adding significant upstream technical experience to the Board

·     Lancaster 7 Wells to comprise a Pilot Well and a Horizontal Sidetrack Well, and are designed to refine the Lancaster Contingent Resource range (currently 62 - 456 MMboe), provide a second future production well and provide new information to help optimally plan the Lancaster field development

Pilot Well objectives: confirm the oil water contact, evaluate the properties of a potential aquifer to establish how supportive it is of production and evaluate the overlying Victory sandstone resource range

Horizontal Sidetrack Well objectives: confirm production rates, further quantify reservoir characteristics through shut-in/pressure build-up tests and provide a second Early Production System ("EPS") phase development producer

·     Farmout discussions ongoing: technical and commercial discussions with several parties are at an advanced state

The Directors believe that committing to drill the Lancaster 7 Wells whilst farmout negotiations are ongoing will strengthen the Company's ability to secure attractive farmout terms

The Directors also believe that 2016 Lancaster drilling would be unlikely in a farmout, potentially delaying first oil

·     The Directors believe that drilling the Lancaster 7 Wells in 2016 should allow the Company to make a final investment decision on the EPS phase of development in H1 2017, with first oil possible in H1 2019

Current basis of design for the EPS phase of development consists of two horizontal production wells (the 2014 Horizontal Well and the planned 2016 Horizontal Sidetrack Well), tied-back to a dedicated FPSO host facility

·     Sanction of the second phase of Lancaster's development possible following a period of 24-36 months of continuous production from the EPS phase of development

·     The Placing, the Kerogen Subscription and the CA Warrants Issue are subject to Shareholder approval, with the General Meeting to be held on 9 May 2016

Strong support from Shareholders of the Company, who have provided irrevocable undertakings to vote in favour of the transaction in respect of, in aggregate, approximately 28.9% of the Existing Ordinary Shares.

A circular in connection with the proposed Fundraising and notice of General Meeting (the "Circular") will be posted to Shareholders shortly.  The Circular sets out in detail (i) the background to and reasons for, inter alia, the Placing and the Kerogen Subscription and (ii) the resolutions which are required to be passed by Shareholders at the General Meeting to be held at the offices of Dentons UKMEA LLP, One Fleet Place, London EC4M 7WS at 10.00 a.m. on 9 May 2016. All capitalised terms in this announcement are as defined in the Circular which will be available on the Company's website www.hurricaneenergy.com.

Dr Robert Trice, Chief Executive, commented:

"We are delighted with the investment by Kerogen and certain existing Shareholders which places Hurricane in a position to drill, test and evaluate two new wells on Lancaster this year. The Pilot Well is designed to determine our Lancaster Contingent Resource ranges ahead of any field development decision. The Horizontal Sidetrack is intended to establish flow rates that are at least similar to our 2014 horizontal well productivity as well as providing the remaining well stock for the EPS phase of development. "

"The successful completion of these two operations will enable us to advance the development of one of the UK's largest yet to be developed fields. To be able to progress to this point, whilst retaining a 100% interest in all our assets, is a tremendous accomplishment and can only aid our continuing farm-out discussions which are progressing well. "

"We look forward to the forthcoming operations using Transocean's Spitsbergen rig. Both Hurricane's and Transocean's pragmatic approach to commercial models and the contractual negotiations which have developed between us are unprecedented. This is a breath of fresh air in today's tough industry environment, making projects viable with valuable upside for both parties. We have created a great partnership and we look forward to a successful continuing relationship."

Jason Cheng, Co-Founder and Managing Partner of Kerogen Capital, commented:

"Our investment in Hurricane underlines our confidence in the long-term potential of the North Sea and our continued commitment to the oil and gas sector in the current market environment. Hurricane represents an outstanding opportunity for Kerogen to participate in the exciting fractured basement play by gaining exposure to the future development of the Lancaster oil field and prospective adjacent areas. We look forward to partnering with the Hurricane team in the critical next stage of the Company's development."

Contact Details:

Hurricane Energy plc

+44 (0)1483 862 820

Dr Robert Trice, Chief Executive Officer




Cenkos Securities plc

+44 (0)131 220 6939

Nominated Adviser, Broker and Joint Bookrunner


Derrick Lee/Nick Tulloch




Macquarie Capital (Europe) Limited

+44 (0)20 3037 2000

Joint Bookrunner


Jon Fitzpatrick/Ken Fleming/Nicholas Harland




Vigo Communications

+44 (0) 7830 9700

Public Relations Adviser to Hurricane


Patrick d'Ancona/Ben Simons




FTI Consulting

+44 (0) 203 727 1000

Public Relations Adviser to Kerogen Capital


Ben Brewerton/Ed Westropp/Sara Powell




This announcement contains certain statements that are or may be deemed to be "forward-looking statements" which are based on current expectations and projections about current events. These statements typically contain words such as "targets", "believes", "intends", "may", "will", "should", "expects" and "anticipates" and words of similar import. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance.



 

Background to and reasons for the Fundraising

Hurricane is a UK-based oil and gas company focused on the exploration and exploitation of fractured basement reservoirs.

In 2014, Hurricane drilled and tested a one kilometre horizontal well on Lancaster (the "2014 Horizontal Well"). The well was a success, establishing a sustainable natural flow rate of 5,300 stb/d and, using artificial lift provided by an ESP, a sustainable flow rate of 9,800 stb/d was established (both natural and artificial established oil flow rates were constrained by the capacity of the surface test equipment). The low drawdown rates and associated high productivity index of 160 stb/d/psi provided confirmation of the commercial potential of the Lancaster reservoir and consequently the well was suspended to be used as a future production well.

Following the success of the 2014 Horizontal Well, Hurricane intends to progress Lancaster by means of a phased development. The current basis of design for the EPS phase of development consists of two one kilometre horizontal subsea production wells, including the existing 2014 Horizontal Well and a new horizontal well, tied back to a FPSO host facility. The Directors believe that the development of Lancaster would be further de-risked by drilling a Pilot Well to confirm the depth of mobile oil and the oil water contact level as well as evaluate a potential aquifer below the oil water contact to determine how supportive it is of production. Acquisition of this information will aid in optimising both the EPS phase of development as well as future phases of the Lancaster development.

The Company has designed a 2016 well programme incorporating a Pilot Well and a Horizontal Sidetrack Well on Lancaster as part of a continuous drilling programme in the summer of 2016, known as the Lancaster 7 Wells. The wells are designed to refine Lancaster's resource range, optimally plan field development and act as a future production well for the EPS phase of development. The Company has contracted Transocean Spitsbergen, a state-of-the-art semi-submersible drilling rig which Transocean believes can operate year round in the West of Shetland to drill and test the Lancaster 7 Wells.

The Directors believe that the current low oil price environment and depressed oilfield service supply chain, together with the support of Kerogen Capital and certain existing institutional Shareholders and the availability of the Rig, have presented the Company with an opportunity to secure attractive oilfield service contract rates and accelerate drilling of the Lancaster 7 Wells. The previously announced farmout process is ongoing and Hurricane remains in active commercial negotiations with several parties. The Directors believe that drilling the Lancaster 7 Wells in 2016 should enhance the Company's ability to negotiate attractive farmout terms as well as provide an advantageous environment for achieving the earliest date of first oil on Lancaster.

Use of proceeds

The gross proceeds receivable by the Company pursuant to the Placing and the Kerogen Subscription will be approximately £52.1 million (before expenses). The Company intends to use the net proceeds it receives from the Placing and the Kerogen Subscription, together with its existing cash resources, primarily to drill the Lancaster 7 Wells and for general and corporate uses.

In summary, the net proceeds are expected to be used as following:

·     Lancaster 7 Wells: £43.9 million

·     General and corporate: £5.4 million

The Lancaster 7 Wells

The Lancaster 7 Wells are expected to comprise a Pilot Well and a Horizontal Sidetrack Well. There are three objectives of the Pilot Well. The first objective is to acquire unambiguous data that will confirm the distribution of hydrocarbons and the depth of the oil water contact, which is currently assigned a 50% probability of being at 1,597 metres TVDSS or deeper based on data from Hurricane's 205/21a-4 well. The second objective is to evaluate the properties of a potential aquifer that data from the 205/21-4 well indicates to exist below the oil water contact, but requires investigation to establish how supportive it is of production. To achieve these two objectives, the Pilot Well will be tested to establish the type of fluids that are entering the borehole and their distribution with respect to depth.

The Company believes that the successful completion of these two objectives will allow for a refinement of the Lancaster Contingent Resource range (currently 62 - 456 MMboe as set out in the CPR) and thereby provide the ability to optimally plan the EPS phase of a Lancaster field development.

The third objective of the Pilot Well is to ascertain the properties of the overlying Victory sandstone (described as Commodore sandstone in the CPR) which has the potential to be a significantly thicker and potentially better quality reservoir interval at the Pilot Well location to that established at previous Lancaster well locations. The Victory sandstone may be developed as part of the future development of Lancaster.

On completion of Pilot Well operations, the Pilot Well will be plugged and abandoned with the intention of immediately drilling and testing the Horizontal Sidetrack Well from the same borehole, which is intended to be flow tested using an ESP and then suspended as a future production well.

The aim of the flow testing is to ensure that the Horizontal Sidetrack Well is cleaned up prior to being connected to a production facility and to demonstrate an ability to replicate the results of the previous horizontal well test in 2014. Hurricane plans to perform a longer duration shut-in and pressure build-up test compared with the 2014 Horizontal Well, which should help better understand the basement reservoir's quality and continuity away from the immediate wellbore environment.

In addition to providing additional oil production, the position of the Horizontal Sidetrack Well should also provide valuable interference data with the 2014 Horizontal Well once production commences in the EPS phase of development, thereby providing pressure information which is key to the understanding of the Lancaster reservoir. This information should enable Hurricane to continue updating its forecasts of ultimate recovery and assist in planning for the second phase of development.

The Directors believe that drilling the Lancaster 7 Wells in 2016 should allow the Company to make a final investment decision to progress the EPS phase of development on Lancaster, which is expected to involve tying back two horizontal wells to an FPSO host facility, in H1 2017. Assuming a suitable FPSO can be sourced, the Directors believe that first oil could be in H1 2019.

The total cost for the Lancaster 7 Wells, including testing, insurance and Company project expenses is expected to be approximately £43.9 million.

It is expected that the Pilot Well of the Lancaster 7 Wells will spud during early 3Q 2016.

Rig Contract

Transocean and Hurricane have entered into the Rig Contract for the provision of a semi-submersible mobile offshore drilling unit "Transocean Spitsbergen" for the Company's Lancaster drilling programme.

The Rig Contract is based on a widely used industry precedent drilling contract (the LOGIC general conditions of contract for mobile drilling rigs, edition 1), subject to various amendments.

The Rig Contract is conditional on completion of the Fundraising, subject to which the Rig Contract provides for a window from 23 June 2016 to 15 July 2016 during which Transocean must make the Rig available and ready to commence work (the "Commencement Period").  If the Rig is not available and ready to commence work before expiry of the Commencement Period, the Rig Contract will automatically terminate. If the Rig is ready and available to commence work, Hurricane is obliged to begin paying Transocean for the hire of the Rig from 1 July 2016, whether or not Hurricane has received all permits and authorisations required for the commencement of operations. Hurricane is engaging with all relevant authorities to obtain the required permissions in a timely manner.

Update on farmout

Hurricane is conducting a formal farmout process to attract an industry partner into some or all of the Group's assets. The farmout process has principally focused on financing the Lancaster 7 Wells and the EPS phase of development of Lancaster.

The Directors believe that committing to drill the Lancaster 7 Wells whilst farmout negotiations are ongoing will strengthen the Company's ability to secure attractive farmout terms. Notwithstanding the lower oil price environment, the Company has progressed technical and commercial discussions with several interested parties in respect of a farmout of Lancaster and some or all of its other licences to an advanced state. At present there can be no certainty that these discussions will lead to an acceptable offer to farmin to some or all of the Company's licences.

Furthermore, major oil companies continue to reduce capital expenditure, and feedback received by the Company in several cases indicates that there is no significant budget to commit to Lancaster operations in 2016. The Directors therefore do not believe that a farminee would be able to commit to drill the Lancaster 7 Wells in 2016, and the Company is mindful that any delays in drilling could result in a possible delay to the timing of first oil to 4Q 2019 at the earliest.

The timing of exploration, appraisal and development of the Company's other licences are addressed differently by each potential farminee.

Update on Lancaster development

Lancaster Field Development Phase I (EPS)

The Directors believe that the required number of wells for the EPS phase of development of Lancaster will be in place once the Lancaster 7 Wells have been drilled, thereby facilitating a final investment decision to proceed with the phased development of Lancaster. This view is supported by the ongoing discussions with certain potential farminees.

After drilling the Lancaster 7 Wells, the Directors believe that the additional cost of the EPS phase of development will be up to USD240 million plus letters of credit and decommissioning costs of approximately USD130 million. Although potential farminees support Hurricane's engineering assumptions and rationale, some have estimated that the cost may be as much as USD400 million, reflecting a higher initial capital and lower lease commitments spend versus a leased option preferred by Hurricane.

The Company's farmout negotiations are predicated on funding some or all of these additional costs. Notwithstanding this, the Directors believe that there are options which the Company could pursue absent a farmout, which would allow it to achieve first oil in 2019.

The current basis of design for the EPS phase of development of Lancaster consists of two one kilometre horizontal subsea production wells, including the 2014 Horizontal Well and the Horizontal Sidetrack Well, connected by a short flowline and control umbilical configuration, of approximately two kilometres, to a dedicated FPSO host facility. The key elements comprising the host facilities for the Lancaster development are expected to include:

·     processing facilities;

·     storage facilities;

·     substructure and mooring systems;

·     interfaces with subsea architecture; and

·     interfaces with oil export facilities.

The drilling of the Horizontal Sidetrack Well should maintain options for an early first oil date targeted for H1 2019. A final investment decision for proceeding with the EPS phase of the Lancaster development is targeted for H1 2017, subject to the Lancaster 7 Wells being successfully drilled in 2016 and following completion of pre-FEED subsea and FPSO engineering studies.

The objectives of the EPS phase of the Lancaster development are to:

1)    deliver an acceptable return on capital invested;

2)    commence development in a phased manner appropriate to the subsurface uncertainty range and resultant development risks;

3)    provide long term production data to confirm the productivity and extent of the Lancaster reservoir to enable the next phase of development planning and project approvals to be progressed; and

4)    provide cashflow to assist in financing the next phase of development

Lancaster Field Development Phase II

The Directors anticipate sanctioning the second phase of the Lancaster development following a period of continuous production estimated to be between 24 to 36 months in duration. The Directors believe that, during this initial period of production, the extent and exact requirements for the second phase of the Lancaster development are likely to be determined. It is anticipated that the second phase of development will require a number of additional wells as well as an expansion of the subsea infrastructure and FPSO host facility potentially to include the Greater Lancaster Area, currently comprising the Lancaster and Lincoln licences. Depending on the capacity and utility requirements of the second phase of development, the initial facilities may be replaced by an entirely new host facility. The Directors anticipate that the second phase of development will require the installation of a gas export facility to an adjacent pipeline system.

Well planning and future wells

Hurricane's experience from drilling four separate basement wells has enabled it to better identify suitable well locations for its other basement assets. Exploration well trajectories have been conceptualised, and the anticipated geology to be penetrated described. These include:

·     Lincoln: the potential future development of Lincoln is expected to be via tie-back to the Lancaster FPSO host facility. Prior to development, the Company plans to drill a crestal exploration well to test the extent of the hydrocarbon column, the quality of the oil present and the basement reservoir properties; and

·     Typhoon: it is not currently envisaged that Typhoon would be included in a Greater Lancaster Area development. Two well options have been developed to determine oil quality and presence and assess the potential for flank oil accumulations.

In addition, locations of future development wells on Lancaster, and future appraisal and development wells on Lincoln and Whirlwind have been identified. This enables field development planning to encompass the potential of these wells coming on stream in later field life, ensuring surface and seabed facilities are optimally located.

Details of the Kerogen Subscription, the Placing and the CA Warrants Issue

Pursuant to the Kerogen Subscription, the Company has conditionally raised approximately £44.1 million (before expenses) through the issue of 293,911,931 Kerogen Shares to Kerogen at a price of 15 pence per share. The Company has conditionally raised a further £8.0 million (before expenses) through the issue of 53,333,334 Placing Shares to existing institutional investors at a price of 15 pence per share, resulting in an aggregate conditional raise of £52.1 million (before expenses) from the Fundraising.

The Issue Price represents a premium of approximately 46.3% to the closing middle market price of 10.3 pence per Ordinary Share on 15 April 2016, being the last practicable date prior to the announcement of the Fundraising and a premium of approximately 24.9% to the 30 trading day volume weighted average price of 12.0 pence per Ordinary Share.

The Kerogen Shares and Placing Shares will represent approximately 29.9% and 5.4%, respectively, of the Enlarged Share Capital immediately following completion of the Fundraising.

Crystal Amber, a significant existing Shareholder, has subscribed for £7.0 million in the Placing. In connection with its participation in the Placing and ongoing support, the Company has conditionally agreed to issue to Crystal Amber warrants to subscribe for the CA Shares (up to 23,333,333 new Ordinary Shares at an exercise price of 20 pence per share). The CA Warrants will be exercisable in whole or in part at any time during the period of three years following completion of the Fundraising. If the CA Warrants are exercised in full, the CA Shares issued will represent approximately 2.3% of the Enlarged Share Capital.

The Fundraising is conditional upon, among other things, the Company obtaining approval from its Shareholders to grant the Board authority to allot the Fundraising Securities, to disapply pre-emption rights which would otherwise apply to the allotment of the Fundraising Securities and to an alteration to the Articles. The Kerogen Subscription and the Placing are conditional on each other being implemented.

Background on Kerogen Capital and proposed Board appointment

Kerogen Capital is an independent private equity fund manager established in 2007 specialising in the international oil and gas sector. It provides expansion and development capital to established junior oil and gas companies and has a strategy of partnering with management teams which have a competitive advantage in a particular area of technical expertise.

Kerogen Capital has managed approximately USD1.9 billion of capital commitments across three funds and their related parallel and co-investment funds. Kerogen Capital's investors comprise a range of blue-chip institutions including endowment funds, foundations, pension plans, fund of funds, international corporations and family offices.

Kerogen Capital's managed funds are currently invested in the following seven oil and gas companies:

·     Zennor Petroleum Ltd, a private exploration and production company focusing on the North Sea

·     AJ Lucas Group Limited, a leading drilling services company in Australia

·     New Age (African Global Energy) Limited, a private oil and gas exploration and development company with a regional focus in Sub-Saharan Africa

·     Twinza Oil Limited, an oil and gas company focused on the Asia Pacific region

·     Buried Hill (Cyprus) Energy PLC, an upstream oil and gas company with its core asset located in the Caspian Sea

·     HKN Holding Limited, a private oil and gas company and subsidiary of Hillwood International Energy L.P., with an operated interest in the Sarsang block in Kurdistan

·     M12 Investment Limited, a co-investment with New Age (African Global Energy) Limited in the Marine XII licence off the coast of the Republic of the Congo.

The team at Kerogen Capital comprises highly experienced investment professionals as well as in-house technical and operations expertise in the oil and gas industry. Together with its world class Executive Board, Kerogen Capital seeks to support and assist its portfolio companies in delivering the full potential of their assets.

Roy Kelly, Managing Director and Head of Technical of Kerogen Capital, will be appointed as a director of the Company conditional on completion of the Fundraising. Mr Kelly has over 33 years of technical, commercial and managerial experience in the upstream oil and gas industry, obtained through both operating and service company roles on projects throughout the world. Mr Kelly was previously managing director of consulting at RPS Energy Ltd, a leading upstream technical consultancy and reserve auditor. Prior to RPS, Mr Kelly held senior positions at PGS Reservoir, Ranger Oil and Sovereign Exploration, and spent around 10 years at BP where he trained as a petroleum reservoir engineer. The Directors believe that Mr Kelly's technical background will enhance the quality of the Board.

Disclosures in accordance with the AIM Rules in respect of the appointment of Roy Kelly is set out in the appendix to this announcement.

The Kerogen Relationship Deed and Lock-in and Standstill Deed

On 18 April 2016 Hurricane and Kerogen entered into the Subscription Agreement, the Relationship Deed and the Lock-in and Standstill Deed.

Pursuant to the Relationship Deed, for so long as Kerogen and its associates (the "Kerogen Group") is interested in 10% or more of the voting rights of the Ordinary Shares in issue from time to time Kerogen will, among other things:

·     have the right to nominate one Director to the Board and nominate one observer;

·     undertake not to exercise its voting rights so as to prevent the Company from managing its business for (i) the benefit of the Shareholders as a whole and (ii) independently from the Kerogen Group;

·     undertake not to prevent the Board being comprised of less than two independent directors;

·     be entitled on any exercise of CA Warrants to subscribe for shares in the Company on the same terms up to the number required to maintain the same percentage interest in the Company as prior to such exercise; and

·     be entitled to participate on a pro-rata basis in any non pre-emptive issue of shares by the Company carried out under a general disapplication of pre-emption rights granted at an annual general meeting or by way of a cash box placing or similar structure.

Pursuant to the Lock-in and Standstill Deed, Kerogen, among other things:

·     undertakes, subject to certain exceptions, for the period of six months following Admission (the "Relevant Period") not to dispose of Ordinary Shares equal to the number of the Kerogen Shares; and

·     undertakes, subject to certain exceptions, that during the Relevant Period it shall not acquire any Ordinary Shares if, as a result, it would give rise to an obligation to make a mandatory general offer for the Ordinary Shares not owned by Kerogen or persons acting in concert with it under Rule 9 of the City Code on Takeovers and Mergers, nor make any general offer to Shareholders to acquire their Ordinary Shares unless recommended by the Board, or exercise its voting rights or take any other action designed solely to assume control of the Board.

Further information on the Relationship Deed and Lock-in and Standstill Deed will be available in the Circular described below.

General Meeting

The General Meeting will be convened by the Company for 10.00 a.m. on 9 May 2016. The Circular, containing a notice of the General Meeting and further details on the Fundraising, will be despatched to Shareholders of the Company shortly outlining terms of the Fundraising and seeking the necessary Shareholder approvals.

Application will be made for Admission and, subject to the necessary shareholder approvals being obtained at the General Meeting, it is expected that Admission will become effective at 8.00 a.m. on 10 May 2016.

Irrevocable Undertakings

The Company has received irrevocable undertakings from Crystal Amber, Awal Bank B.S.C, Cavendish Asset Management Limited, Marlborough Fund Managers Limited and Dr Robert Trice to vote in favour of the Resolutions in respect of their respective entire holdings of Existing Ordinary Shares representing, in aggregate, approximately 28.9% of the Existing Ordinary Shares.

Disclaimer

Cenkos Securities plc ("Cenkos") is authorised and regulated in the United Kingdom by the FCA. Cenkos is acting exclusively for the Company and no one else in connection with the Placing. Cenkos does not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Macquarie Capital (Europe) Limited ("Macquarie") is authorised and regulated in the United Kingdom by the FCA. Macquarie is acting exclusively for the Company and no one else in connection with the Placing. Macquarie does not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

 

APPENDIX

In relation to the appointment of Mr Kelly as a proposed director, the Company confirms that there is no further information to be disclosed under paragraph (g) of Schedule 2 of the AIM Rules save as disclosed below:

Full name:

Roy Thomas Kelly

Age:

56

Current Directorships / Partnerships:

 

Kerogen Capital (UK) Ltd.

Kerogen Investments No. 2 Ltd.

Kerogen Investments No. 2(A) Ltd.

Kerogen Investments No. 2(B) Ltd.

Kerogen Investments No. 5 Ltd.

Plutus Energy Investments Holdings Ltd.

NewAge (African Global Energy) Ltd. (alternate director)

 

Previous Directorships / Partnerships in the last 5 years:

 

Exploration Consultants Ltd.

ECL Technology

 

 


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