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production oil and gas company listed on the Oslo Axess, to divest all
outstanding shares in its fully owned subsidiaries Pan-Petroleum Services
Holding BV and Pan-Petroleum Nigeria Holding BV (together referred to as
“Divested Subsidiaries”) for an upfront consideration consisting of the
allotment and issue of new PetroNor shares with a fixed value of US$ 10 million
(the “Share Consideration”) plus a contingent consideration of up to US$ 25
million based on future gas production volumes (the “Transaction”).
The Divested Subsidiaries hold 100% of the shares in Pan-Petroleum Aje Limited
(“Pan Aje”), which participates in the exploration for and production of
hydrocarbons in Nigeria and holds a 6.502% participating interest, with 16.255%
cost bearing interest, representing an economic interest of 12.1913% in Offshore
Mining Lease no. 113 (“OML 113”). Following completion of the Transaction,
Panoro will have no presence in Nigeria.
John Hamilton, Chief Executive Officer of Panoro said: “We are extremely pleased
to have reached this win-win agreement with PetroNor that perfectly suits both
parties’ ambitions. Aje was a non-core asset for Panoro and allows us to further
focus on expanding our organic operations in Tunisia and Gabon while retaining
exposure to the considerable upside at OML 113 through the deferred
consideration. We are very confident that PetroNor has the technical and
financial capabilities along with the depth of expertise and vision to advance
further the next ambitious development phases of Aje in a smooth and efficient
aligned partnership with the operator, YFP.”
Further Information
Under the terms of the Transaction, PetroNor has an option to pay a portion of
the Share Consideration in cash, in an event PetroNor’s share price reduces to
less than US$ 0.13 per share (based on the current number of shares in issue),
at the time of completion of the Transaction.
By its indirect acquisition of Pan Aje, PetroNor will with effect as of 30 June
2019, assume all the benefits and obligations in relation to Panoro’s interest
in the OML 113 operations.
Concurrently, PetroNor is in the process of finalising separate agreements with
the OML 113 operator Yinka Folawiyo Petroleum (“YFP”) to create a new holding
company. PetroNor will assume a lead technical and management role in order to
progress the next phases of the project. Together these agreements provide the
framework and pathway towards sanction of the next phases of the Aje project in
order to exploit the substantial gas and liquids reserves and unlock its
significant value.
Completion of the Transaction is conditional upon the execution and completion
of the agreements between PetroNor and YFP, the authorisation of the Nigerian
Department of Petroleum Resources and the consent of the Nigerian Minister of
Petroleum Resources. Securing the authorisation and consent is expected to take
several months with a long stop date agreed by the parties of 31 December 2020,
following which either party is entitled to terminate the Transaction.
Following completion of the Transaction, subject to the terms agreed with
PetroNor on a best efforts basis, Panoro’s intention is to declare a special
dividend and distribute the Share Consideration, to the extent received in
shares, to its shareholders. Further information about such a possible dividend,
including the applicable record date, will be given in connection with
completion of the Transaction.
Once Pan Aje has recovered all costs related to the accumulated investments
incurred after the date of completion, PetroNor must pay to Panoro additional
consideration of US$ 0.15 per 1,000 cubic feet of the Aje Natural Gas Sales
Volume, such additional consideration being capped at US$ 25 million (the
“Contingent Consideration”).
The Transaction is expected to generate a net gain for Panoro which will be
accounted for in the Financial Statements of Panoro upon closing of the
Transaction. The final amount will depend on the Contingent Consideration.
Following completion, Panoro’s production and reserve numbers will be adjusted
to reflect the sale.
Julien Balkany, Chairman of Panoro, commented: “Panoro has been reviewing
options in relation to its Nigerian assets with the objective of potentially
unlocking value of OML 113 for its shareholders. This divestment is consistent
with Panoro’s strategy to optimize its E&P portfolio. In addition, through the
contemplated distribution of PetroNor shares to Panoro shareholders, this
transaction provides Panoro’s shareholders with the opportunity to directly
retain exposure to OML 113. Panoro remains fully committed to its growth
strategy in Africa for the benefit of its shareholders”.
No agreements have been entered or are expected to be entered into, with
shareholders in Panoro or PetroNor, Boards of Directors or senior management in
connection with the Transaction.
Since Panoro’s interest in OML 113 is non-operated, the Transaction is not
expected to have any impact of changes to the number of employees, key
management personnel and the Board of Directors within the Company or its
remaining subsidiaries. Details of the key financial information is included in
an Appendix to this announcement. Furthermore, there are no material undisclosed
assets or commitments in addition to those disclosed in the Appendix.
This information is pursuant to the requirements of Oslo Stock Exchange
Continuing Obligations Chapter 3.4.
Enquiries
John Hamilton, Chief Executive Officer
Qazi Qadeer, Chief Financial Officer
Tel: +44 203 405 1060
Email: investors@panoroenergy.com
About Panoro Energy
Panoro Energy ASA is an independent E&P company based in London and listed on
the Oslo Stock Exchange with ticker PEN. The Company holds high quality
production, exploration and development assets in Africa, namely the Dussafu
License offshore southern Gabon, OML 113 offshore western Nigeria, and the TPS
operated assets, Sfax Offshore Exploration Permit and Ras El Besh Concession,
offshore Tunisia. For more information, please visit the Company’s website
at www.panoroenergy.com.
Appendix
The below tables show key unaudited production, sales and financial information
including those from the balance sheet and profit and loss account for Pan Aje
on a consolidated basis with the Divested Subsidiaries for the financial years
ended 31 December 2016, 2017 and 2018 and half year ended 30 June 2019:
HY ended YE 31 YE 31 YE 31 December 2016
30 June December December
2019 2018 2017
Net average daily 373 358 307 515
production (Bopd)
Oil sales (bbls) - 92,842 142,761 113,367 110,539
Net to Panoro
Balance sheet highlights as at:
Amounts in US$ 30 31 December 2018 31 December 2017 31 December 2016
000 June
2019
Assets
Licence and 7,204 7,204 11,768 10,933
exploration
assets
Production 5,529 6,415 3,532 25,143
assets and
equipment
Other current 455 1,113 3,275 1,004
assets
Total assets 13,188 14,732 18,575 37,081
Liabilities
Decommissioning 3,189 2,159 2,039 1,925
liability
Other non 6,847 6,847 6,847 -
-current
liabilities
Other current 3,583 5,940 6,475 1,248
liabilities
Total 13,618 14,947 15,361 3,173
liabilities
Profit and loss highlights for the periods ended:
Amounts in US$ HY 30 YE 31 YE 31 YE 31 December 2016
000 June December December
2019 2018 2017
Oil revenue 6,301 9,474 6,021 5,461
Operating costs (4,188) (7,577) (6,858) (4,558)
EBITDA 2,113 1,897 (837) 903
Impairment and (1,862) (3,282) (34,656) (40,945)
depreciation
General and (57) (130) (190) (132)
administration
costs
Net (82) (1,941) (36,081) (40,443)
income/(loss)
The foregoing information in this Appendix has been extracted from Panoro
group’s accounting records after taking into account intercompany group
elimination adjustments that had been included for group consolidation purposes
in the periods presented.
Kilde