REG - Afentra PLC - Commencement of Strategic Review Process

AfentraAnnouncement

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RNS Number : 3311X  Afentra PLC  19 March 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER PURSUANT TO RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE
AND THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE, NOR AS TO THE
TERMS ON WHICH ANY OFFER MIGHT BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS AMENDED AND TRANSPOSED INTO UK
LAW IN ACCORDANCE WITH THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED BY
VIRTUE OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019 ("UK MAR").
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

FOR IMMEDIATE RELEASE

 

19 March 2026

 

Afentra PLC

 

 Commencement of Strategic Review Process

 

Afentra plc ("Afentra" or the "Company") (AIM: AET), an upstream oil and gas
company focused on acquiring production and development assets in Africa,
notes the recent media speculation and confirms that it has engaged with a
limited number of counterparties with regard to a potential sale process in
respect of the entire issued, and to be issued, share capital of the Company.

 

Background to Strategic Review Process

 

Afentra, following a period of successful growth in Angola, has established a
portfolio of offshore and onshore assets with significant growth and upside
potential. Over this period the Company has established itself as one of the
few independent oil & gas companies in Angola, where there is an
increasing need for independent oil & gas companies to pursue the next
phase of development of the country's assets as the major oil & gas
companies divest non-core assets from their Angolan portfolios.

 

Over the last two years, Afentra has invested in the substantial Block 3/05
infrastructure and, as announced on 22 January 2026, is now ready to pursue
significant growth opportunities, which will include three heavy workovers and
the drilling of two production wells on Block 3/05 in 2026, namely Impala-2
and Pacassa SW-1. Each of these activities offers the potential for
substantial standalone production increases and reserves growth and, assuming
success on Impala-2 and Pacassa SW-1, additional wells may be drilled on each
of the fields. The Company is also in the process of screening an additional
20+ heavy workover opportunities on Block 3/05, offering further potential to
grow production on the block.

 

In addition to the development opportunities on Block 3/05, Afentra has a
significant wider portfolio of assets in Angola, including an operated
interest in Block 3/24 where Afentra is assessing the fast-track development
of the Golungo, Palanca NE and Quissama (GPQ) discoveries, and a substantial
onshore Kwanza basin position. On 13 January 2026 the Company announced a
fourfold increase in its 2C Resource, including discoveries across Blocks
3/05, 3/05A and 3/24 and the potential resource base in the Kwanza basin is
yet to be quantified. Afentra is currently acquiring geophysical data across
this onshore acreage, including the previously produced fields in KON 4 and
exploration acreage in KON 15 and 19, in order to delineate this highly
prospective acreage.

 

Given the significant potential within the Afentra portfolio and the position
and reputation that Afentra has established in Angola, positioning the Company
for further inorganic growth in the country, the Board has taken the decision
to initiate a wider review of the Company's strategic options. In this
context, the Board has appointed Jefferies to engage a small number of
financial and strategic investors to explore how they could assist the Company
with its future capital needs and ensure the most efficient delivery of the
significant growth potential of the Afentra portfolio and leverage the
Company's strong position in the broader Angolan market, which could include a
sale of the Company to one of these parties. The Company is currently in
discussions with a number of potential counterparties.

 

The potential sale process announced today is being undertaken alongside the
Board's consideration of alternative strategic options to finance the growth
potential within the company. It remains possible that, following completion
of this review, the Board will consider that Afentra and its shareholders
would be best served by alternative strategic options available to the
Company, including Afentra remaining as an independent listed company. There
can therefore be no certainty either that an offer for the Company will be
made nor as to the terms of any such offer. A further announcement will be
made when appropriate.

 

Takeover Code Dispensations

 

The Takeover Panel Executive has granted a dispensation from the requirement
of Rules 2.4 (a) and (b) of the Code such that the Company is not required to
identify in this announcement any potential offeror with whom the Company is
in talks, or from whom an approach has been received, unless that potential
offeror has been specifically identified in any rumour or speculation.

 

As a consequence of this announcement, an 'Offer Period' has now commenced in
respect of Afentra in accordance with the rules of the Code. The attention of
Afentra shareholders is drawn to the disclosure requirements of Rule 8 of the
Code, which are summarised below.

 

The person responsible for arranging for the release of this announcement on
behalf of Afentra is Paul McDade, Chief Executive Officer.

 

For further information contact:

Afentra plc +44 (0)20 7405 4133

Paul McDade, CEO

Anastasia Deulina, CFO

 

Burson Buchanan (Financial PR) +44 (0)20 7466 5000

Louise Mason-Rutherford

Barry Archer

George Pope

 

Stifel Nicolaus Europe Limited (Nominated Adviser, Joint Broker and Joint
Financial Adviser) +44 (0) 20 7710 7600

Callum Stewart

Simon Mensley

Ashton Clanfield

 

Jefferies International Limited (Joint Financial Adviser) +44 (0) 20 7029 8000

Paul Wheeler

Paul Bundred

Philip Clausen-Thue

 

Tennyson Securities (Joint Broker) +44 (0)20 7186 9033

Peter Krens

 

Notices related to Advisers

 

Stifel Nicolaus Europe Limited ("Stifel") which is authorised and regulated by
the UK Financial Conduct Authority, is acting exclusively for the Company and
for no one else and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the matters referred to in this announcement. Neither Stifel,
nor any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Stifel
in connection with this announcement, any statement contained herein or
otherwise.

 

Jefferies International Limited ("Jefferies") which is authorised and
regulated by the UK Financial Conduct Authority, is acting exclusively for the
Company and for no one else and will not be responsible to anyone other than
the Company for providing the protections afforded to its clients or for
providing advice in relation to the matters referred to in this announcement.
Neither Jefferies, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Jefferies in connection with this announcement, any statement
contained herein or otherwise.

 

Tennyson Securities ("Tennyson"), a trading name of Shard Capital Partners
LLP, which is authorised and regulated by the UK Financial Conduct Authority,
is acting exclusively for the Company and for no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the matters
referred to in this announcement. Neither Tennyson, nor any of its affiliates,
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Tennyson in connection with this
announcement, any statement contained herein or otherwise.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Takeover
Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) , including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

 

The defined terms used in this section "Disclosure requirements of the Code"
are defined in the Code which can be found on the Takeover Panel's website.

 

Relevant securities in issue

 

Pursuant to Rule 2.9 of the Code, the Company confirms that, as at the date of
this announcement, it has 226,155,990 ordinary shares of £0.10 each in issue
with the International Securities Identification Number GB00B4X3Q493
(excluding shares held in treasury). The Company's LEI is 21380028BFDFJK8BRX92
.

 

Publication on a website

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.afentraplc.com by no later than 12 noon
(London time) on the business day following the date of this announcement. The
content of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.

 

Additional information

 

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The release, distribution
or publication of this announcement in jurisdictions other than the United
Kingdom and the availability of any offer to shareholders of Afentra who are
not resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Afentra who are
not resident in the United Kingdom will need to inform themselves about, and
observe any applicable requirements.

 

Nothing in this announcement is or should be relied on as a promise or
representation as to the future. This announcement includes certain
statements, estimates and projections provided by the Company in relation to
the Company's anticipated future performance. Such statements, estimates and
projections are based on various assumptions made by the Company concerning
anticipated results which may or may not prove to be correct. No
representations or warranties are made by any person as to the accuracy of
such statements, estimates or projections.

 

Standard

 

Estimates of reserves and resources have been prepared in accordance with the
June 2018 Petroleum Resources Management System ("PRMS") as the standard for
classification and reporting.

 

Technical information

 

The technical information contained in this announcement has been reviewed and
approved by Robin Rindfuss, Head of Sub-Surface at Afentra plc. Robin has over
30 years of experience in oil and gas exploration, production and development.
He is a member of the Society of Petroleum Engineers (SPE) and holds a
Bachelor of Science (BSc) and a Bachelor of Science Honours (BSc Hons) in
Physics and Mathematics from the University of Cape Town.

 

Glossary

 

 2C Resources  those quantities of petroleum estimated, as of a given date, to be potentially
               recoverable from known accumulations by application of development projects
               but which are not currently considered to

               be commercially recoverable due to one or more contingencies. Contingent
               resources are a class of discovered recoverable resources
 bopd          barrels of oil per day
 mmboe         million barrels of oil equivalent

 

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