REG - San Leon Energy PLC - Further extension of Conditional Payment Waiver

San Leon EnergyAnnouncement

04/01/2022 07:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220104:nRSD2409Xa&default-theme=true

RNS Number : 2409X  San Leon Energy PLC  04 January 2022

 

 

 

4 January 2022

San Leon Energy plc

("San Leon" or the "Company")

 

Further extension of the Conditional Payment Waiver in relation to the MLPL
Loan Notes

San Leon, the independent oil and gas production, development and exploration
company focused on Nigeria, provides the following update regarding the
outstanding loan notes due from Midwestern Leon Petroleum Limited ("MLPL")
(the "Loan Notes").

 

Further to the announcement on 1 December 2021, San Leon has agreed with MLPL,
Midwestern and Martwestern (as defined below) to a further extension of the
Conditional Payment Waiver to 31 January 2022 or, if sooner, the termination
of discussions or the signing of an agreement to effect the Potential
Transaction, as defined below (but otherwise on the same terms as announced on
7 July 2021), in relation to three instalments that were originally due to be
repaid on 5 July 2021, 30 September 2021 and 31 December 2021 (the "Extended
Conditional Payment Waiver"). Interest continues to accrue on the principal
amounts waived whilst the Extended Conditional Payment Waiver is in effect.
 As at 31 December 2021, the Extended Conditional Payment Waiver relates to
US$99.3 million, being a principal amount due of US$82.2 million and total
accrued interest due of US$17.1 million, which will be payable 90 days after
such expiry, save for, inter alia, if there is an event of default.

 

MLPL is part of the structure through which San Leon holds its current 10.58%
indirect economic interest in OML 18.  San Leon currently has a 40% equity
interest in MLPL with the remaining interest in MLPL being owned by
Midwestern Oil and Gas Company Limited ("Midwestern"). Midwestern is also the
guarantor of the Loan Notes.  MLPL has a 100% equity investment in
Martwestern Energy Limited ("Martwestern"), which in turn has a 98% economic
interest in Eroton Exploration and Production Company Limited ("Eroton"),
which currently holds a 27% working interest in OML 18 and is its operator.

 

On 24 June 2021, San Leon announced that, inter alia, the Company was in
preliminary discussions with Midwestern in relation to a transaction to
reorganize Midwestern's holdings in the Company and MLPL into a single holding
in the Company, through the transfer to the Company of the 60% equity
interest in MLPL that it does not currently own (the "Potential
Transaction").  It was also announced that it is expected that, inter alia,
as part of the Potential Transaction, the amounts owed to San Leon by MLPL
pursuant to the Loan Notes will be taken into account in the overall structure
and eliminated from the resulting structure.  On 24 December 2021, San Leon
provided a further update on the Potential Transaction, which would be
classified as a reverse takeover pursuant to the AIM Rules for Companies (the
"AIM Rules").

 

 

Related party transaction disclosure

 

Midwestern and MLPL are related parties of the Company for the purposes of the
AIM Rules by virtue of Midwestern holding more than 10% of the existing
Ordinary Shares in the Company and the level of Midwestern's current interest
in MLPL. The Extended Conditional Payment Waiver is therefore a related party
transaction under the AIM Rules.  The Directors of San Leon (excluding
Adekolapo Ademola who is not considered to be independent as he is a
representative of Midwestern on the Company's board) consider, having
consulted with the Company's nominated adviser, Allenby Capital Limited, that
the terms of the Extended Conditional Payment Waiver are fair and reasonable
insofar as the Company's shareholders are concerned.

 

 

 

 

 

Enquiries:

 

 San Leon Energy plc                                   +353 1291 6292
 Oisin Fanning, Chief Executive

 Julian Tedder, Chief Financial Officer
 Allenby Capital Limited                               +44 20 3328 5656

 (Nominated adviser and joint broker to the Company)
 Nick Naylor

 Alex Brearley

 Vivek Bhardwaj
 Panmure Gordon & Co                                   +44 20 7886 2500

 (Joint broker to the Company)
 Nick Lovering

 James Sinclair-Ford
 Brandon Hill Capital Limited                          +44 20 3463 5000

 (Joint broker to the Company)
 Oliver Stansfield

 Jonathan Evans
 Tavistock                                             +44 20 7920 3150

 (Financial Public Relations)
 Nick Elwes

 Simon Hudson
 Plunkett Public Relations                             +353 1 230 3781
 Sharon Plunkett

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCDZGGMLFRGZZG