Source - RNS
RNS Number : 7229I
AIM
01 September 2016
 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")


COMPANY NAME:

San Leon Energy plc ("San Leon" or the "Company")

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered office:

First Floor

Wilton Park House

Wilton Place

Dublin 2

Republic of Ireland

 

UK office:

San Leon Energy plc

84 Brook Street

London

W1K 5EH

United Kingdom

 

COUNTRY OF INCORPORATION:

Republic of Ireland

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://www.sanleonenergy.com/

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

 

San Leon Energy plc is a specialist oil and gas company with assets in Poland, Ireland, Morocco, Albania and Spain.  The Company has agreed to acquire an initial 9.72% indirect economic interest (5.4% indirect net working interest) in the world-class OML 18 oil and gas block in the Southern Niger Delta.  Following the acquisition (deemed to be a Reverse Take-Over under the AIM Rules for Companies), the Company's main country of operation will be Nigeria.

 

OML 18 Background

OML 18 is located in the Southern Niger Delta and comprises a mangrove swamp area, covering 1,035 km2 (which is an area larger than the country of Bahrain).  It is considered a world-class resource of oil, gas and condensate and is located close to the Bonny Terminal operated by Shell and near Port Harcourt.  Oil was first discovered on OML 18 in 1958 (on the Krakama Field) and production first commenced in 1970.  There are nine discovered fields on OML 18, of which four are still producing (including the Awoba field, which straddles OML 18 and OML 24).  To date, an estimated 1,002 MMstb of oil (including Alakari condensate) and 1,778 bcf of gas have been produced.

Existing, operational infrastructure within OML 18 includes seven oil flow stations, three associated gas gathering processing facilities and one non-associated gas processing facility and associated gathering facilities.  Four fields (being the Akaso, Alakiri, Awoba and Cawthorne Channel fields) are currently in production.  Since Eroton, an independent energy company based in Nigeria, became operator of OML 18, gross oil production from OML 18 has increased from approximately 10,000 bopd in March 2015 to 50,000 bopd in April 2016, as the initial stages of a comprehensive well rehabilitation programme were executed.  Eroton has proposed a significant oil and gas development drilling programme that will involve capital expenditure of over US$1.5 billion in the 2P case over the next 5 years that is expected to see oil production increase from approximately 50,000 bopd to 115,000 bopd (including production losses and downtime) and sales gas from 50 MMscfpd to 485 MMscfpd by 2020.  Gross 2P oil reserves are 576 MMBs (net 39 MMBs to San Leon Energy plc) and Gross 2P reserves of gas are 4,213 BCF (net 247 BCF to San Leon Energy plc).

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

 

433,025,720 ordinary shares of €0.01 par value ("Ordinary Shares") (of which 61,809,052 Ordinary Shares are already admitted to trading on AIM, 378,400,000 Ordinary Shares are issued at 45 pence per Ordinary Share pursuant to the Placing to raise £170.3 million, and 2,816,668 Ordinary Shares are issued to Mr. Oisin Fanning, in part payment of his basic salary).   

 

No restrictions as to transfer of the securities

No shares will be held as treasury shares on Admission to AIM

 

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

 

Capital to be raised on admission: Approx. £170.3m.

Anticipated market capitalisation: Approx. £199.4m

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

55.25%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

San Leon maintains an ADR program which are quoted on the OTC Pink market, under the symbol SLGYY.

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

 

Current Board:

Oisín Fanning, Executive Chairman

James Matthew Dominic Paul Sullivan, Managing Director

Raymond Albert King, Director and Company Secretary

Thomas Daniel Martin, Non-Executive Director

 

Proposed Board on Admission:

Oisín Fanning, Chief Executive Officer

Mutiu Olaniyi Adio Sunmonu, Non-Executive Chairman

Raymond Albert King, Non-Executive Director

Joel David Price, Chief Operating Officer

Finian Alan Campbell, Commercial & Business Development Director

Kristian Ewen Ainsworth, Finance Director

William Mark Phillips, Non-Executive Director

Nicholas Jones Butler, Non-Executive Director

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

 

Before Admission:

Shareholder

% of total share capital

Toscafund Asset Management LLP

39.64%

Optima Worldwide Group Plc

10.29%

The Capital Group Companies Inc.

6.48%

Quantum Partners LP

3.50%

 

After Admission:

Shareholder

% of total share capital

Toscafund Asset Management LLP

54.41%

Amara Equity Invest S.A.

8.97%

Total Investment Solutions S.A.

8.97%

The Capital Group Companies Inc.

8.46%

Optima Worldwide Group Plc

4.41%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)           31 December

(ii)          31 December 2015 (incorporated by reference)

(iii)        unaudited interim results for 6 months to 30 June 2016 by 30 September 2016;

        audited results for the year to 31 December 2016 by 30 June 2017;

        unaudited results for the six months to 30 June 2017 by 30 September 2017

 

EXPECTED ADMISSION DATE:

 

21 September 2016 (conditional on shareholder approval of the transaction at an extraordinary general meeting to be held on 20 September 2016).

 

NAME AND ADDRESS OF NOMINATED ADVISER:

SP Angel Corporate Finance LLP

Prince Frederick House,

35-39 Maddox Street

Mayfair

W1S 2PP

NAME AND ADDRESS OF BROKER:

SP Angel Corporate Finance LLP

Prince Frederick House,

35-39 Maddox Street

Mayfair

W1S 2PP

 

Brandon Hill Capital
1 Tudor Street
London
EC4Y QAH

 

Whitman Howard Limited
First Floor
Connaught House
Mount Street
London
W1K 3NB

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

 

Copies of the admission document is available on the Company's website http://www.sanleonenergy.com/.

 

The admission document contains full details about the applicant and the admission of its securities.

 

 

DATE OF NOTIFICATION:

01 September 2016

 

NEW/ UPDATE:

New

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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