REG - San Leon Energy PLC - Update in relation to loan

San Leon EnergyAnnouncement

08/09/2023 14:30

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RNS Number : 9062L  San Leon Energy PLC  08 September 2023

 

 

 

Prior to publication, the information contained within this announcement was
deemed by the Company to constitute inside information for the purposes of
Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310.
With the publication of this announcement, this information is now considered
to be in the public domain.

 

8 September 2023

San Leon Energy plc

("San Leon" or the "Company")

 

Update in relation to loan from the Company's largest shareholder

 

San Leon, the independent oil and gas production, development and exploration
company focused on Nigeria, provides the following update in relation to the
Company's US$5.0 million loan (the "Loan") from funds managed by Toscafund
Asset Management LLP ("Toscafund").  The proceeds of the Loan were invested
in Energy Link Infrastructure (Malta) Limited ("ELI").

 

On 8 August 2023, the Company announced, amongst other matters, that it had
entered into the Loan which is repayable by no later than 7 September 2023 and
carries a coupon of 10 per cent. per annum.  As part of the Loan, San Leon
entered into security arrangements with funds managed by Toscafund that
comprise both a debenture issued by the Company as well as assignments and
pledges over all of its group companies' loan and equity interests in ELI (the
"Security Arrangements").  The Security Arrangements will be released on full
repayment of the Loan.

 

San Leon continues discussions with a third party in relation to securing an
alternative loan facility of US$50.0 million, which once concluded is
anticipated to be used towards, amongst other purposes: the repayment of the
Loan; the making of the further investments in ELI; and the satisfaction of
the Company's outstanding obligations to its creditors. Noting that the
alternative loan facility is yet to be entered into by the Company and that
the repayment of the Loan by the Company remains outstanding, Toscafund and
San Leon have agreed to an extension of the Loan repayment date to 30
September 2023. All other terms of the Loan remain unchanged. The board of San
Leon (the "Board") continues to remain optimistic that a conclusion on the
alternative loan facility will be reached and will provide an update to
shareholders and creditors at that time.

 

In consideration of funds managed by Toscafund agreeing to the extension of
the Loan repayment date, San Leon has agreed to extend the exercise date
relating to the warrants held by funds managed by Toscafund

to subscribe for an aggregate of 8,731,809 new ordinary shares in the Company
to 20 September 2025 (the "Warrant Exercise Date Extension"). The warrants are
exercisable at 19 pence per new ordinary share.  All other terms of the
warrants concerned remain unchanged, further details of which can be found in
the Company's admission document published on 8 July 2022.

 

Related party transaction

 

The extension of the repayment date of the Loan issued by funds managed by
Toscafund (which owns over 75 per cent. of San Leon's issued shares) and the
Warrant Exercise Date Extension are both classed as transactions with a
related party under the AIM Rules for Companies.  The Board (with the
exception of Kolapo Ademola and Joel Price who are also both directors of ELI,
the ultimate beneficiary of the Loan), having consulted with the Company's
nominated adviser, Allenby Capital Limited, considers that the terms of the
transactions 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)
 James Sinclair-Ford

 John Prior
 Tavistock                                             +44 20 7920 3150

 (Financial Public Relations)
 Nick Elwes

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

 

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