REG - San Leon Energy PLC - Update on Proposed Transactions

San Leon EnergyAnnouncement

02/10/2023 07:00

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RNS Number : 2618O  San Leon Energy PLC  02 October 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.

 

2 October 2023

San Leon Energy plc

("San Leon" or the "Company")

 

Update on Proposed Transactions

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

Interim results update

 

San Leon, the independent oil and gas production, development and exploration
company focused on Nigeria, provides the following updates in relation to a
further extension to the longstop dates for the proposed transactions with
Midwestern Oil & Gas Company Limited ("Midwestern") and the Company's
further conditional investments in Energy Link Infrastructure (Malta) Limited
("ELI") (together the "Proposed Transactions"), an extension of the loan
repayment date of the Company's secured US$5.0 million loan (the "Loan") from
funds managed by Toscafund Asset Management LLP ("Toscafund") and the
publication of the Company's interims results for the six months ended 30 June
2023.

 

Update on Proposed Transactions

 

All longstop dates in relation to the Proposed Transactions have, in agreement
with Midwestern and the other relevant parties, now been extended to 31
December 2023. The longstop dates are in relation to the New Eroton Debt
Facilities, the Sahara OML 18 Acquisition Agreement, the MLPL Reorganisation
Agreement and the ELI Reorganisation Agreement (the "Agreements"). Details of
the Proposed Transactions and the Agreements were announced by the Company on
8 July 2022 and set out in an admission document published by the Company on
the same day (the "Admission Document").

 

The Company continues discussions with Midwestern on whether a potential
revision to the Proposed Transactions can be agreed to allow completion to
occur whilst the New Eroton Debt Facilities and the Sahara OML 18 Acquisition
continue to be delayed for reasons outside of the Company's control. There can
be no guarantee that any such revised terms will be agreed.

 

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

 

On 8 August 2023, the Company announced, amongst other matters, that it had
entered into the Loan with the Company's largest shareholders, certain funds
managed by Toscafund. The Loan carries a coupon of 10 per cent. per annum.
 The Loan was originally repayable by no later than 7 September 2023 and on 8
September 2023 was subsequently extended to 30 September 2023 (as announced on
8 September 2023). 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 upon full repayment of the Loan.

 

To allow San Leon to conclude discussions which are at an advanced stage with
a third party in relation to securing an alternative loan facility (as
mentioned in previous announcements), 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, Toscafund and San Leon have agreed
to a further extension of the Loan repayment date to 6 October 2023. All other
terms of the Loan remain unchanged. The board of San Leon (the "Board")
continues to remain optimistic that a conclusion on an alternative loan
facility will be reached in the near term and will provide an update to
shareholders and creditors at that time.

 

Related party transaction

 

The extension of the repayment date of the Loan issued by funds managed by
Toscafund (which own over 75 per cent. of San Leon's issued shares) is classed
as a transaction 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 transaction are fair and reasonable insofar as the Company's
shareholders are concerned.

 

San Leon's accounts for the six months ended 30 June 2023

 

On 3 July 2023, San Leon announced that it had not published its audited
accounts for the year ended 31 December 2022 (the "2022 Accounts") by 30 June
2023, as stipulated by Rule 19 of the AIM Rules for Companies, and accordingly
the Ordinary Shares were suspended from trading on AIM pending publication of
its 2022 Accounts.

 

The publication of San Leon's unaudited interim results for the six months
ended 30 June 2023 (the "2023 Interim Accounts") is contingent on the
finalisation and publication of the 2022 Accounts. While San Leon remains
committed to publishing its 2022 Accounts, publication has not occurred before
30 September 2023. Accordingly, San Leon has not been able to publish its 2023
Interim Accounts by 30 September 2023, as stipulated by Rule 18 of the AIM
Rules for Companies. Consequently, San Leon's ordinary Shares will remain
suspended from trading on AIM pending publication of both its 2022 Accounts
and 2023 Interim Accounts.

 

Unless otherwise defined herein, the capitalised defined terms used in this
announcement have the same meaning as those used in the Admission Document.

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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