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RNS Number : 2975J Savannah Energy Plc 12 December 2022
12 December 2022
Savannah Energy PLC
("Savannah", the "Company" or the "Group")
Proposed Acquisition, Reverse Takeover and Suspension of Trading
Share Purchase Agreement Signed with
PETRONAS for Acquisition of Entire South Sudan Oil and Gas Portfolio
Savannah Energy PLC, the British independent energy company focused around the
delivery of Projects that Matter in Africa, is pleased to announce that it has
entered into a Share Purchase Agreement ("SPA") with PETRONAS International
Corporation Limited ("PETRONAS") to acquire PETRONAS' entire oil and gas
business in South Sudan (the "PETRONAS Assets") through the acquisition of
Petronas Carigali Nile Limited ("PCNL") (the "Transaction"), for a total cash
consideration of up to US$1.25 billion, subject to certain completion
adjustments (the "Transaction Consideration"). The Transaction Consideration
is expected to be financed through a combination of the enlarged Group's
available cash resources and debt. The Transaction is conditional upon the
satisfaction of certain conditions precedent including, inter alia, approval
of the Government of the Republic of South Sudan, the approval of Savannah's
shareholders and re-admission to trading on AIM taking effect.
Completion of the Transaction would result in the Company acquiring PCNL's
interests in three Joint Operating Companies ("JOCs") which operate Block 3/7
(40% working interest ("WI")), Block 1/2/4 (30% WI) and Block 5A (67.9% WI),
in South Sudan. The PETRONAS Assets comprise of interests in 64 producing
fields, with first production having commenced in 1999. In 2021, the PETRONAS
Assets produced an average gross 153.2 Kbopd. Major partners in the JOCs
include CNPC, Sinopec, ONGC and Nilepet, the national oil company of South
Sudan.
The Transaction constitutes a reverse takeover transaction pursuant to AIM
Rule 14 and, accordingly, per the above, will be subject to, inter alia,
shareholder approval. Trading in the Company's ordinary shares will be
suspended from trading on AIM with effect from 7.30 a.m. this morning, and
will remain so pending publication of an AIM Admission Document setting out,
inter alia, details of the Transaction, or confirmation is provided that the
Transaction has been terminated. The Company intends to publish an AIM
Admission Document in H1 2023, which will contain a notice of general meeting
at which shareholder approval shall be sought, and, following which
publication, the Company would seek restoration to trading on AIM of its
ordinary shares. Full details on the conditions to completion of the
Transaction will be set out in the AIM Admission Document.
Further information on the PETRONAS Assets
The following information is included in accordance with the disclosure
requirements of Schedule Four to The AIM Rules for Companies: As at 30 June
2022, PCNL reported unaudited total assets of US$994.0 million and net assets
of US$492.0 million. For the years ended 31 December 2019-21, PCNL reported
average audited profit after tax of US$130.6 million.
Further announcements will be made in due course.
For further information, please contact:
Savannah Energy +44 (0) 20 3817 9844
Andrew Knott, CEO
Nick Beattie, 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 quoted British independent energy company
focused around the delivery of Projects that Matter in Africa, active in
Cameroon, Chad, Niger and Nigeria.
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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