REG - Savannah Energy Plc - Admission Document & Restoration to Trading

Savannah EnergyAnnouncement

31/12/2021 07:00

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RNS Number : 1624X  Savannah Energy Plc  31 December 2021

NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR
SINGAPORE

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

 

31 December 2021

 

Savannah Energy PLC

("Savannah", the "Company" or the "Group")

 

Publication of Admission Document, Restoration to Trading

and Notice of General Meeting

 

Savannah Energy PLC, the British independent energy company focused around the
delivery of Projects that Matter in Africa, is pleased to announce the
publication today of an AIM Admission Document (the "Admission Document") in
respect of the Exxon Acquisition and the PETRONAS Acquisition as defined in
its announcements of 13 December 2021.

 

Restoration to trading, and commencement of dealings, on AIM of the Company's
existing Ordinary Shares will become effective at 8.00 a.m. today. The
Admission Document is available to download from the Company's website in
accordance with the AIM Rules: www.savannah-energy.com
(http://www.savannah-energy.com/) .

 

In line with AIM Rule 14, following publication of the Admission Document,
Shareholder approval will be sought at the Company's General Meeting to be
held at 10.30 a.m. on 24 January 2022, notice of which is set out in the
Admission Document.

Paragraph 1 of Part 1 of the Admission Document (Letter from the
Non-Executive Chair of Savannah) is included at the end of this announcement.
Defined terms are as per the Admission Document. However, Shareholders are
strongly encouraged to read the Admission Document in full as part of their
voting consideration at the General Meeting.

 

Strand Hanson Limited is acting as Nominated and Financial Adviser to the
Company. finnCap and Panmure Gordon continue to act as joint brokers to the
Company.

 

 

Andrew Knott, CEO of Savannah Energy, said:

"I am pleased to announce the publication of the Admission Document in
relation to acquisition of the upstream and midstream assets of Exxon and
PETRONAS in Chad and Cameroon. These are expected to be truly
transformational acquisitions for Savannah, more than doubling both our
production levels and reserve base, while being significantly accretive to
corporate earnings, cashflow and gearing metrics. Going forward we expect our
portfolio of high-quality assets to provide plenty of opportunity for future
growth, both organic and inorganic, in West and Central Africa. I look forward
to providing further updates to Shareholders on our plans in this morning's
retail investor call."

 

 

Retail Investor Call Today

As announced yesterday, Savannah will host a presentation and Q&A for
retail investors this morning at 09:30 GMT. To obtain the dial-in details,
please email ir@Savannah-energy.com (mailto:ir@Savannah-energy.com) . We
regret that for legal reasons, investors located in the United States,
Australia, Canada, Hong Kong, Japan, New Zealand or Singapore will be unable
to participate in the call.

 

 

Total Voting Rights

On restoration to trading on AIM of the Company's Ordinary Shares at 8.00 a.m.
today, the Company will have 996,408,412 Ordinary Shares in issue. Following
admission to trading on AIM of the 251,623,456 new Ordinary Shares to be
issued pursuant to the Placing and Subscription (as defined in the Company's
announcement of 5.53 p.m. on 30 December 2021), expected to take effect on 7
January 2022, the Company will have 1,248,031,868 Ordinary Shares in issue.
The Company does not hold any Ordinary Shares in treasury and accordingly this
will be the total number of voting rights in the Company and may be used by
Shareholders as the denominator for the calculations by which they determine
if they are required to notify their interest in, or change to their interest
in, the Company under the FCA's Disclosure Rules and the Transparency Rules.
When issued, the Placing Shares and Subscription Shares will rank pari passu
with the Existing Ordinary Shares.

 

LETTER FROM THE NON-EXECUTIVE CHAIR OF SAVANNAH

To the holders of Existing Ordinary Shares and, for information only, to
holders of Share Options Dear Shareholder,

PROPOSED ACQUISITION OF EXXONMOBIL'S AND PETRONAS'S ENTIRE UPSTREAM AND
MIDSTREAM ASSET PORTFOLIO IN CHAD AND CAMEROON, PLACING AND SUBSCRIPTION OF
251,623,456 NEW ORDINARY SHARES AT 19.35 PENCE PER SHARE, NOTICE OF GENERAL
MEETING AND RE-ADMISSION OF THE FURTHER ENLARGED SHARE CAPITAL TO TRADING ON
AIM FOLLOWING SATISFACTION OF CONDITIONS PRECEDENT

1. Introduction

On 13 December 2021, the Company announced that it had entered into agreements
to acquire ExxonMobil's and PETRONAS's interests in the Doba Oil Project and
the Chad-Cameroon ETS for considerations of US$360 million (with a further oil
price contingent payment of up to US$50 million), subject to other
adjustments, and US$266 million subject to working capital and customary
adjustments, respectively. Completion of the Exxon Acquisition and the
PETRONAS Acquisition are each conditional upon, inter alia, Shareholder
approval at the General Meeting, the waiver of pre-emption rights by other
participants in the Doba Consortium and approval by the Ministry of Petroleum
and Energy of the Republic of Chad. Completion of the PETRONAS Acquisition
also requires receipt of merger approval from the CEMAC Council for
Competition. The Exxon Acquisition and the PETRONAS Acquisition are not
inter-conditional.

Under the terms of the Exxon SPA, the Company will acquire a 40.00 per cent.
operated interest in the Doba Oil Project, a 40.19 per cent. interest in the
Chad Pipeline Company and a 41.06 per cent. interest in the Cameroon Pipeline
Company. Under the terms of the PETRONAS SPA, the Company will acquire a 35.00
per cent. interest in the Doba Oil Project, a 30.16 per cent. interest in the
Chad Pipeline Company and a 29.77 per cent. interest in the Cameroon Pipeline
Company.

In aggregate, Savannah will acquire, on Completion of both the Exxon
Acquisition and the PETRONAS Acquisition:

·         a 75.00 per cent. participating interest in the Doba Oil
Project which comprises seven producing oil fields with 186.5 MMstb of 2P
Reserves and 2C Resources and which produced an average gross daily production
of 33.7 Kbopd (net 25.3 Kbopd) in 2020;

·         a 70.34 per cent. equity interest in the Chad Pipeline
Company which owns the 178 km section of the Chad-Cameroon ETS that runs from
the Doba Oil Project to the Cameroon border; and

·         a 70.83 per cent. equity interest in the Cameroon Pipeline
Company which owns the 903 km section of the Chad-Cameroon ETS that runs from
the border, through Cameroon and the associated export facilities, including
the Kome Kribi 1 FSO.

34

Due to their size and nature, both the Exxon Acquisition and the PETRONAS
Acquisition individually constitute reverse takeover transactions pursuant to
AIM Rule 14.

The General Meeting to approve each of the Exxon Acquisition and the PETRONAS
Acquisition will be held at 10.30 a.m. on 24 January 2022 at the offices of
the Company, being 40 Bank Street, London E14 5NR, notice of which is set out
at the end of this document. The Exxon Acquisition and the PETRONAS
Acquisition are not inter-conditional and therefore one, both or neither
transaction may complete.

Completion of the Exxon Acquisition is conditional upon, inter alia,
Shareholder approval at the General Meeting and Ministerial Consent, which is
expected to be received by March 2022. The Exxon Acquisition is also
conditional upon an IT systems transition process, which is expected to take
approximately six months from the signature of the Exxon SPA. Therefore,
Completion of the Exxon Acquisition is expected to take place during or around
June 2022.

Assuming Completion of the Exxon Acquisition (such that all conditions
precedent are satisfied), the Company's existing quotation on AIM will be
cancelled and re-admission of the then Group (including the PETRONAS Target
Companies to the extent the PETRONAS Acquisition has completed), as enlarged
by the Exxon Acquisition, will become effective.

Completion of the PETRONAS Acquisition is conditional upon, inter alia,
Shareholder approval at the General Meeting and Ministerial Consent, which is
expected to be received by March 2022. Completion of the PETRONAS Acquisition
also requires receipt of merger approval from the CEMAC Council for
Competition (Conseil Communautaire de la Concurrence), and such approval can
take up to six months to be determined, following submission of the
notification by Savannah Chad, which is expected to be made shortly after
publication of this document. Therefore, should the CEMAC Council for
Competition take the full six months to provide its approval, Completion of
the PETRONAS Acquisition would be expected to take place during or around June
2022.

Assuming Completion of the PETRONAS Acquisition (such that all conditions
precedent are satisfied), the Company's existing quotation on AIM will be
cancelled and re-admission of the then Group (including the Exxon Target
Companies, to the extent the Exxon Acquisition has completed), as enlarged by
the PETRONAS Acquisition, will become effective.

On Completion of each of the Exxon Acquisition and the PETRONAS Acquisition,
the Company shall be required to publish a supplementary admission document
pursuant to the AIM Rules.

Further details on the Exxon Acquisition and the PETRONAS Acquisition are set
out in paragraphs 3, 4 and 5 of this Part 1 and Part 2 of this document. The
purpose of this document is to set out the details of, and reasons for, the
Exxon Acquisition and the PETRONAS Acquisition and explain why the Directors
consider both transactions to be in the best interests of the Company and its
Shareholders and recommend that Shareholders vote in favour of the Resolutions
to be proposed at the General Meeting.

The considerations payable for the Exxon Acquisition and the PETRONAS
Acquisition will be funded by a combination of the Debt Financing, Placing,
Subscription and the Junior Loan Facility, further details of which are set
out in paragraphs 8, 9 and 10 of this Part 1.

The Company has announced today that it has raised from new and existing
investors via the Placing and Subscription net proceeds of approximately
US$63.7 million at the Placing Price of 19.35 pence per share. Restoration to
trading on AIM of the Existing Ordinary Shares is expected to become effective
at 8.00 a.m. today and trading in the Placing Shares and Subscription Shares
is expected to commence at 8.00 a.m. on 7 January 2022. Neither the Placing
nor the Subscription is conditional on the Exxon Acquisition or the PETRONAS
Acquisition completing. Further details on the Placing and the Subscription
are set out in paragraph 8 of this Part 1.

 

For further information please contact:

 

 

 Savannah Energy                                                                   +44 (0) 20 3817 9844
 Andrew Knott, CEO
 Nick Beattie, Interim CFO
 Sally Marshak, Head of IR & Communications

 Strand Hanson (Nominated Adviser)                                                 +44 (0) 20 7409 3494
 James Spinney
 Ritchie Balmer
 Rob Patrick

 finnCap Ltd (Joint                                                                +44 (0) 20 7220 0500
 Broker)

 Christopher Raggett

 Tim Redfern

 Panmure Gordon (UK) Ltd (Joint                                                    +44 (0) 20 7886 2500
 Broker)

 John Prior

 Hugh Rich

 Camarco                                                                           +44 (0) 20 3757 4983
 Billy Clegg

 Owen Roberts

 Violet Wilson

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

 

About Savannah Energy:

 

Savannah Energy PLC is an AIM listed British independent energy company
focused around the delivery of Projects that Matter in Africa. In Nigeria,
the Company has controlling interests in the cash flow generative Uquo and
Stubb Creek oil and gas fields, and the Accugas midstream business in South
East Nigeria, which provides gas enabling over 10% of Nigeria's thermal power
generation. In Niger, the Company has licence interests covering approximately
50% of the highly oil prolific Agadem Rift Basin of South East Niger, where
the Company has made five oil discoveries and seismically identified a large
exploration prospect inventory consisting of 146 exploration targets to be
considered for potential future drilling activity. The Company has announced
that it is in the process of acquiring a portfolio of upstream and midstream
assets in Chad and Cameroon.

 

Further information on Savannah Energy PLC can be found on the Company's
website: www.savannah-energy.com (http://www.savannah-energy.com/) .

 

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