|
||||||||||||||||||||||||||||||||
Zenith Energy Ltd.: First Acquisition in Africa24.12.2019 | 18:12 Uhr | The Newswire
Calgary, December 24, 2019 - Zenith Energy Ltd., ("Zenith" or the "Company"), (LSE:ZEN); (TSXV:ZEE); (OSE:ZENA-ME), the international oil & gas production company, is delighted to announce that it has signed a conditional share purchase agreement ("SPA") with AIM quoted Anglo African Oil & Gas plc ("AAOG") for the acquisition of an 80 percent interest in AAOG's fully owned subsidiary in the Republic of the Congo, Anglo African Oil & Gas Congo S.A.U ("AAOG Congo") ("Acquisition"). The SPA is conditional, inter alia, on the passing of an ordinary resolution of shareholders in AAOG in a General Meeting approving the Acquisition and certain regulatory requirements in the Republic of the Congo including consent of the Minister of Hydrocarbons ("Completion"). Acquisition Highlights
Pursuant to the terms of the SPA, Zenith has agreed to acquire 80% of the issued share capital of AAOG Congo for a consideration of GBP1 million, of which GBP500,000 is to be satisfied in cash to be paid in six equal monthly instalments with the first instalment due on completion and the last being six months later, and GBP500,000 to be satisfied by the issue of ordinary shares in the share capital of Zenith to be issued at the volume weighted average price of a Zenith common share for a period of 14 trading days prior to Completion ("Consideration Shares"). AAOG has agreed that it will not dispose of the Consideration Shares for a period of six months from completion and thereafter will dispose of the Consideration Shares in an orderly manner. In addition, Zenith will fund AAOG's share of an up to US$5.5 million work programme to be agreed post-Completion, and the amount of any signature bonus required for the renewal of the License as agreed with the Congolese Ministry of Hydrocarbons, subject to a cap of US$2 million if the signature bonus is payable in a single instalment and otherwise at an amount to be agreed between the AAOG and Zenith if the signature bonus is payable in multiple instalments. As at June 30, 2019, the unaudited balance of the intercompany debt owing to the Company by AAOG Congo was approximately GBP12.47 million at the GBP/USD exchange rate on that date. Under the terms agreed for the Acquisition, at completion AAOG will novate 80% of this debt to Zenith and will retain 20% on its balance sheet. The SPA contains commercial warranties being given by AAOG which are commensurate for a transaction in the nature and size of the Acquisition. Zenith is also making warranties concerning itself and its shares to AAOG which are commensurate for a transaction of this nature and size. AAOG will also be required to sign up to a tax covenant upon Completion, pursuant to which AAOG shall indemnify Zenith for certain pre-Completion tax liabilities which are not fully provided for in the accounts of AAOG Congo. The Company has also agreed to standard provisions which govern the day-to-day and usual operations of AAOG Congo in the period from signing to Completion and the SPA contains a standard provision that allows Zenith to not complete if there is a material adverse change in the net asset value of AAOG Congo before Completion. In addition, the Company and AAOG will sign up to a shareholders' agreement upon Completion which will govern their future relationship as shareholders of AAOG Congo. The Acquisition is also subject to final regulatory approval from the TSX Venture Exchange. Andrea Cattaneo, Chief Executive Officer, commented: "We are delighted to have signed this exciting SPA to acquire AAOG Congo which represents our first African acquisition and our entry into the attractive jurisdiction of the Republic of the Congo. The Acquisition enriches, as well as diversifies, our asset portfolio by adding significant reserves and prospective production potential. This is line with our company strategy of acquiring assets with significant untapped production potential. The License has excellent production upside, specifically from the Mengo and Djeno horizons. This has been confirmed by wireline investigations performed following recent drilling activities, thereby materially de-risking the asset. Upon assumption of operational control, we shall look to begin preparations for deepening activities in well TLP-103C, obtain full repayment of the funds owed by SNPC, as well as successfully complete negotiations for a new 25-year license." Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Notes to Editors: Zenith Energy Ltd. is an international oil and gas production company, listed on the TSX Venture Exchange (TSXV:ZEE) and London Stock Exchange (LSE:ZEN). In addition, the Company's common share capital was admitted to trading on the Merkur Market of the Oslo Bors (ZENA:ME) on November 8, 2018. The Merkur Market is a multilateral trading facility owned and operated by the Oslo Bors. The Company was assigned a medium to long-term issuer credit rating of "B+ with Positive Outlook" on October 9, 2019 by Arc Ratings, S.A. On November 18, 2019, the Company was assigned a "B+" with Stable Outlook debt issuer credit rating by Rating-Agentur Expert RA. The Company operates the largest onshore oilfield in Azerbaijan by cumulative acreage following the signing of a 25-year REDPSA, (Rehabilitation, Exploration, Development and Production Sharing Agreement), with SOCAR, State Oil Company of the Republic of Azerbaijan, in 2016. The Company's primary focus is the development of its Azerbaijan operations by leveraging its technical expertise and financial resources to maximise low-cost oil production via a systematic field rehabilitation programme intended to achieve significantly increased revenue. Zenith also operates, or has working interests in, a number of natural gas production concessions in Italy. The Company's Italian operations produce natural gas, condensate and electricity. Dieser Artikel stammt von Rohstoff-Welt.de
Die URL für diesen Artikel ist: http://www.rohstoff-welt.de/news/artikel.php?sid=251545
© 2007 - 2024 Rohstoff-Welt.de ist ein Mitglied der GoldSeiten Mediengruppe
Es wird keinerlei Haftung für die Richtigkeit der Angaben übernommen! Alle Angaben ohne Gewähr! Kursdaten: Data Supplied by BSB-Software.de (mind. 15 min zeitverzögert) Werbung | Mediadaten | Kontakt | AGB | Impressum | Datenschutz |