REG - Afentra PLC - SPA with Etu for interests in Blocks 3/05 & 3/05A

AfentraAnnouncement

19/06/2025 07:00

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RNS Number : 4734N  Afentra PLC  19 June 2025

19 June  2025

 

AFENTRA PLC

 

Signing of Sale and Purchase Agreement with Etu Energias

Afentra agrees to acquire additional interests in Blocks 3/05 and 3/05A,
offshore Angola

 

Afentra plc (AIM: AET), the upstream oil and gas company focused on acquiring
mature production and development assets in Africa, is pleased to announce
that its wholly-owned subsidiary, Afentra (Angola) Ltd, has agreed to jointly
acquire, alongside Etablissements Maurel & Prom S.A. ("M&P"), Etu
Energias S.A. ("Etu") 10% interest in Blocks 3/05 and 13.33% interest in Block
3/05A, offshore Angola (the "Etu Acquisition"). Afentra (Angola) Ltd has
signed a Sale and Purchase Agreement ("SPA") with Etu for its 50% share of the
acquisition which is subject to customary conditions including government
approval.

 

Transaction Highlights

·     Acquisition of additional interests; 5% net in Block 3/05 and 6.67%
net in Block 3/05A, offshore Angola.

·     Net Initial consideration of US$23 million 1 .

·   Contingent consideration of up to $11 million(1) across both blocks,
linked to a combination of oil price thresholds, production performance, and
the successful development of key discoveries.

·     Effective date of the transaction is 31 December 2023.

·     The acquisition will be funded entirely from existing cash resources.

 

A short presentation has been uploaded to the Afentra website:
https://wp-afentra-2025.s3.eu-west-2.amazonaws.com/media/2025/06/2025-Etu-SPA-presentation.pdf
(https://url.uk.m.mimecastprotect.com/s/bk1rCwpGOsD7nFVfRhJfje2) .

 

 

Strategic Rationale

This transaction represents a further value focused step in Afentra's strategy
to build a high-quality portfolio of cash-generative production and
development assets, offering:

·     Additional exposure to our high-margin, long-life producing and
development assets in Blocks 3/05 and 3/05A.

·     Further consolidation of the Joint Venture partnership that is
successfully re-developing the very material upside of this multi-billion
barrel offshore asset.

·    Continued focus on value creation using disciplined transaction
structures, combining modest upfront consideration with success-based
contingent payments aligned to oil price and asset performance.

 

Paul McDade, Chief Executive Officer of Afentra plc, commented:

"We are pleased to have signed this SPA with Etu Energias, providing Afentra
with additional interest on similar terms to our previous transactions in
Blocks 3/05 and 3/05A. This transaction enhances the alignment within the
joint venture and reinforces our exposure to these high-quality production and
development assets that continue to perform strongly as the partners
demonstrate the ability to realise the upside of these world-class assets. The
structure of the transaction reflects our disciplined approach to capital
deployment, combining a modest upfront payment with a value-linked contingent
consideration. We look forward to continuing to work closely with Sonangol and
M&P to deliver the material upside in these assets providing long-term
value for all stakeholders."

 

Transaction Overview

Afentra has signed a Sale and Purchase Agreement to acquire fifty percent of
Etu Energias S.A.'s working interests in offshore Blocks 3/05 and 3/05A (the
"Etu Interests"). The Etu interests acquired consist of a 5.0% non-operated
working interest in Block 3/05 and a 6.67% non-operated working interest in
Block 3/05A. The effective date of the transaction is 31 December 2023. In
2024 profit before tax on the Etu interest was US$14 million 2 .

 

The total headline cash consideration payable by Afentra at completion is
US$23 million. This includes US$22 million for the Block 3/05 interest and
US$1 million for the Block 3/05A interest. The consideration is on a
cash-free, debt-free basis and is subject to customary adjustments for working
capital and crude inventory balances between the effective date and
completion. Based on current estimates, these adjustments are expected to
result in a material reduction to the final cash consideration payable at
completion.

 

Afentra may pay up to US$6 million in contingent consideration for Block 3/05.
This applies only to the years 2025 and 2026 with the annual contingent
payment capped at US$3million. Payments are based on a sliding scale of
average annual Brent oil price between US$75 per barrel and US$123 per barrel,
and only if average gross production exceeds 15,000 barrels of oil per day for
the relevant year. A further US$5 million in contingent payments may be made
in connection with the Caco-Gazela and Punja discoveries. Two payments of
US$2.5 million each are payable one year after first oil from each
development, subject to a minimum Brent price of US$75 per barrel and gross
production averaging at least 5,000 barrels of oil per day during the twelve
months following first oil. First oil must occur by 31 December 2029 for the
contingent payments to become due.

 

Following completion of the Etu Acquisition, the joint venture partners across
both Blocks 3/05 and 3/05A will be comprised as follows:

 

 Post Completion interest
                      Block 3/05  Block 3/05A
 Sonangol (Operator)  36%         33.33%
 Afentra              35%         28.00%
 M&P                  25%         33.33%
 NIS Naftagas         4%          5.33%

 

 

Next Steps

Completion of the Etu Acquisition remains subject to customary conditions
precedent, including government approvals in Angola and finalisation of
definitive documentation. The Company expects completion in H2 2025 and will
provide further updates in due course.

 

 

For further information contact:

Afentra plc +44 (0)20 7405 4133

Paul McDade, CEO

Anastasia Deulina, CFO

Christine Wootliff, Investor Relations

 

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

Ben Romney

Barry Archer

George Pope

 

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

Callum Stewart

Simon Mensley

Ashton Clanfield

 

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

Peter Krens

 

 

About Afentra

Afentra plc (AIM: AET) is an upstream oil and gas company focused on
opportunities in Africa. The Company's purpose is to support a responsible
energy transition in Africa by establishing itself as a credible partner for
divesting IOCs and Host Governments. Offshore Angola, Afentra has a 30%
non-operated interest in the producing Block 3/05 and a 21.33% non-operated
interest in the adjacent development Block 3/05A in the Lower Congo Basin and
a 40% non-operating interest in the exploration Block 23 in the Kwanza basin.
Onshore Angola, Afentra has a 45% non-operated interest in the prospective
Blocks KON15 & KON19 located in the western part of the onshore Kwanza
basin. Afentra also has a 34% carried interest in the Odewayne Block onshore
southwestern Somaliland.

 

Inside Information

This announcement contains inside information for the purposes of article 7 of
Regulation 2014/596/EU (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018) and as subsequently amended by the
Financial Services Act 2021 ('UK MAR'). Upon publication of this announcement,
this inside information (as defined in UK MAR) is now considered to be in the
public domain. For the purposes of UK MAR, the person responsible for
arranging for the release of this announcement on behalf of Afentra is Paul
McDade, Chief Executive Officer.

( 1 ) The upfront and contingent considerations represents 50% of the total
considerations agreed by Afentra and M&P to acquire 100% of ETU's
interests in Block 3/05 and 5A.

 2  Based on management estimate derived from joint venture accounts.

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