Proposed fundraise of £8.25 million
03 July 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANGLO AFRICAN OIL & GAS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ANGLO AFRICAN OIL & GAS PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014 ("MAR").
Anglo African Oil & Gas plc (AIM: AAOG), an independent oil and gas developer, announces that it has received commitments to raise up to £8.25 million (the "Fundraising") through the issuance of new ordinary shares of 5 pence each in the capital of the Company ("Ordinary Shares") at a price of 5.2 pence per Ordinary Share (the "Issue Price"). The Fundraising will provide the Company with the funds required to re-enter the TLP-103C well at its Tilapia field in the Republic of the Congo with a view to producing oil from the Djeno horizon.
The Fundraising comprises:
- a commitment from existing institutional investors in the Company to subscribe for 52,288,347 Ordinary Shares ("Placing Shares") by way of a placing at the Issue Price; and
- a signed term sheet (the "Term Sheet") between the Company and European High Growth Opportunities Securitization Fund (the "Investor") pursuant to which the Investor will subscribe for not less than 106,331,011 new Ordinary Shares ("Subscriptions Shares") at the Issue Price ("Subscription"). Pursuant to the Term Sheet the proceeds of the Subscription will then be applied towards the entry into an equity sharing agreement.
The Fundraising and issuance of the Placing Shares and Subscription Shares (together the "Fundraising Shares") are subject to finalisation of binding legal documentation between the Company and the relevant investors. Further, the Fundraising Shares are the only shares that will be issued in connection with the Fundraising and are all being issued at the same price; there is no convertible instrument, warrant or option being issued.
It is intended that the issuance of the Fundraising Shares will be made from the authorities already granted to the directors of the Company at the annual general meeting held on 28 June 2019. The Company has every confidence of completing the Fundraising and will make a further announcement in due course.
David Sefton, Executive Chairman of AAOG, said: "It has been our goal since inception to produce oil from the potentially prolific Djeno horizon. Technical analysis of the well data and the oil that has subsequently come to surface has led to a revision of the operational plan such that we will now re-enter the Djeno in 103C and seek to produce from it. Once completed, this Fundraising will enable us to achieve this. We are grateful for the support shown and look forward to completing the Fundraising very soon."
For further information please visit www.aaog.com or contact:
|Anglo African Oil & Gas plc||Tel: c/o St Brides Partners
+44 20 7236 1177
|David Sefton, Executive Chairman
James Berwick, Chief Executive Officer
|finnCap Ltd (Nominated Adviser and Broker)||Tel: +44 20 7220 0500|
|Christopher Raggett, Giles Rolls, Teddy Whiley (Corporate Finance)|
|Camille Gochez (Corporate Broking)|
|St Brides Partners (Financial PR)||Tel: +44 20 7236 1177|
|Frank Buhagiar, Juliet Earl|
THE TERM SHEET
The Term Sheet envisages the Company entering into an Equity Sharing Agreement, pursuant to which AAOG will return the proceeds of the Subscription to the Investor. The Investor will then release these proceeds to AAOG in 12 equal monthly instalments subject to adjustment based on the price performance of the Ordinary Shares over the 12 month period.
In particular the Term Sheet envisages that the Company will receive 12 monthly settlement amounts as measured against a benchmark of 120% of the Issue Price (the "Benchmark Price"). The monthly settlement amounts for the Equity Sharing Agreement are structured to commence one month following completion of the Fundraising.
If the measured share price (the "Measured Price"), calculated as the average volume weighted share price of the Company's Ordinary Shares over the 30-day period prior to the monthly settlement date, exceeds the Benchmark Price, the Company will receive more than 100% of that monthly settlement due on a pro rata basis according to the excess of the Measured Price over the Benchmark Price. There is no upper limit placed on the additional proceeds receivable by the Company as part of the monthly settlements and the amount available in subsequent months is not affected. Should the Measured Price be below the Benchmark Price, the Company will receive less than 100% of the monthly settlement calculated on a pro rata basis and the Company will not be entitled to receive the shortfall at any later date.
The Term Sheet further provides that the Company will receive not less than 80% of the value of the Ordinary Shares sold by the Investor during the 30 days preceding the monthly payment date.
For example, if on a monthly settlement date the calculated Measured Price exceeds the Benchmark Price by 10%., the settlement on that monthly settlement date will be 110% of the amount due from the Investor on that date. If on the monthly settlement date the calculated Measured Price is below the Benchmark Price by 10%., the settlement on the monthly settlement date will be 90%. of the amount due on that date. Each settlement as so calculated will be in final settlement of the Investor's obligation on that settlement date.
Assuming the Measured Price equals the Benchmark Price on the date of each and every monthly settlement, AAOG would receive aggregate proceeds of £5.5 million (before expenses) from the Equity Sharing Agreement, made up of 12 monthly settlements of approximately £0.46 million.
The Company will pay the Investor's legal costs incurred in the Subscription and in entering into the Equity Sharing Agreement and, in addition, has agreed to pay a £0.43 million arrangement fee which may be settled in cash or by the issue of further Ordinary Shares at the same time as completion of the Fundraising at the Issue Price at the Company's discretion.
In no event will fluctuations in the Company's share price result in any increase in the number of Subscription Shares issued by the Company or received by the Investor.
Notes to Editors
Anglo African Oil & Gas (AAOG) is an AIM-listed independent oil and gas company that owns a 56% stake in the producing Tilapia oil field in the Republic of the Congo. The Company boasts a low-cost production story in a prolific hydrocarbon region with significant exploration upside, differentiating it substantially from its E&P peers. Additionally, management's remuneration is tied to hitting production milestones, reflecting their strong focus on cost control.
Amélie Miyaska, Senior Geologist, Master of geology, Advisor to the Board of Anglo African Oil & Gas plc, who has over 15 years' experience in the oil & gas industry, is the qualified person that has reviewed and approved the technical content of this announcement.