Hurricane Energy plc (“Hurricane”)
Prax Exploration & Production PLC (“Prax”)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary and Highlights
The boards of Prax and Hurricane are pleased to announce that they have reached agreement on the terms of a recommended acquisition of the entire issued and to be issued ordinary share capital of Hurricane by Prax (the “Acquisition”). The Acquisition is intended to be implemented by Prax by means of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 between Hurricane and Hurricane Shareholders (the “Scheme”). The announcement of the Acquisition concludes the Formal Sale Process.
Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, each Hurricane Shareholder will be entitled to receive 4.15 pence for each Hurricane Share, comprising:
· the Transaction Dividend of 3.32 pence per share in cash (£66.1 million); and
· the Cash Consideration of 0.83 pence per share in cash (£16.5 million); (together, the “Firm Proceeds”).
In addition, each Hurricane Shareholder will be entitled to receive:
· the Supplementary Dividend of up to 1.87 pence per share in cash (£37.2 million) (the “Supplementary Dividend Amount”); and
· a Deferred Consideration Unit, which may deliver up to 6.48 pence per share in cash (£129.1 million), plus such amount of the Supplementary Dividend Amount which is not declared as a dividend prior to the Scheme Effective Date.
The Acquisition, assuming full value is delivered by the Deferred Consideration Units, will deliver Hurricane Shareholders 12.50 pence per Hurricane Share and values the entire issued ordinary share capital of Hurricane at approximately £249.0 million.
· The Acquisition, assuming full value is delivered by the Deferred Consideration Units, represents a premium of approximately 84 per cent. to the Closing Price per Hurricane Share of 6.80 pence on 1 November 2022, being the last Business Day prior to the announcement of the Formal Sale Process (the “FSP”).
· In the event that only the Firm Proceeds are received by Hurricane Shareholders, the Acquisition values the entire issued ordinary share capital of Hurricane at approximately £82.7 million, a discount of approximately 39 per cent. to the Closing Price per Hurricane Share of 6.80 pence on 1 November 2022, being the last Business Day prior to the announcement of the FSP.
Summary of the Terms of the Acquisition
· The board of Hurricane has declared a Special Dividend, the Transaction Dividend, of 3.32 pence per share (£66.1 million), conditional on (i) shareholder approval by way of ordinary resolution, the passing of such resolution being conditional on the passing of the Resolutions; and (ii) the Scheme becoming Effective. The Transaction Dividend will be paid to Hurricane Shareholders within 14 days of the Scheme becoming Effective.
· The board of Hurricane will declare a further Special Dividend, the Supplementary Dividend, of up to 1.87 pence per share (£37.2 million), before the Scheme Effective Date, and conditional on the Scheme becoming Effective. For the Directors to be able to declare the Supplementary Dividend in full, Hurricane will need to have sufficient cash resources, in particular it will need to have received the proceeds, as planned, from the oil lifting from the Lancaster Field scheduled for late April 2023 (the “April Lifting Payment”). In the event that the April Lifting Payment has not occurred by the Scheme Effective Date or Hurricane does not otherwise have sufficient cash resources to declare and pay the Supplementary Dividend in full, the Directors intend to declare and pay as much of the Supplementary Dividend as is permissible by law, having regard to their duties as Directors of Hurricane. In such circumstances, the balance, subject to receipt of cumulative proceeds from the sale of no less than 450,000 bbls of oil from the Lancaster Field, will be added to the Deferred Consideration Units, as described below.
· If the Supplementary Dividend is declared and paid in full, Hurricane Shareholders will receive dividends totalling 5.19 pence per share (£103.4 million), payable within 14 days of the Scheme becoming Effective.
· The Cash Consideration of 0.83 pence per share (£16.5 million) will be paid, conditional on the Scheme becoming Effective, within 14 days of the Scheme becoming Effective. Prax will not be entitled to reduce the Cash Consideration or Deferred Consideration Units payable pursuant to the terms of the Acquisition or otherwise adjust the terms of the Acquisition as a result of the declaration or payment of the Transaction Dividend or the Supplementary Dividend . The Cash Consideration payable under the Acquisition is being wholly funded from the existing cash resources of Prax.
· Each Hurricane Shareholder will receive one Deferred Consideration Unit for each Hurricane Share. As noted above, any balance of the Supplementary Dividend Amount not declared as a Supplementary Dividend shall be paid as a Deferred Consideration Unit pursuant to the terms of the DCU Deed Poll subject to cumulative proceeds from the sale of not less than 450,000 bbls of oil from the Lancaster Field (of which c.200,000 bbls has already been produced). The Deferred Consideration Units shall also, in aggregate, confer an entitlement to receive 17.5 per cent. of all future Net Revenues earned by the Hurricane Group, including from both the Lancaster Field and from any acquisition made by Hurricane, from 1 March 2023 until 31 December 2026, capped at a total of 6.48 pence per Deferred Consideration Unit (£129.1 million in aggregate). The Deferred Consideration Unit payments will be paid biannually in arrears other than the Deferred Consideration Cash Amount which is payable within 5 Business Days of the Trigger Event . The Deferred Consideration Units are complex instruments and a number of factors will determine whether any amount will actually be paid to Scheme Shareholders by way of the Deferred Consideration Units. The minimum payment under the Deferred Consideration Units could be zero. Further details in respect of the Deferred Consideration Units will be contained in the Scheme Document.
Background to and Reasons for the Acquisition
· Following receipt of an unsolicited offer in mid-2022 and after a period of engagement with the offeror, Hurricane received a follow-up offer from that offeror which the Hurricane Board concluded should not be recommended to Hurricane Shareholders. Thereafter, on 2 November 2022, Hurricane announced the initiation of a Formal Sale Process as referred to in Note 2 on Rule 2.6 of the Code, in order to establish whether there was a bidder prepared to offer a value that the Hurricane Board considered to be attractive, relative to the standalone prospects of Hurricane as a publicly traded company and accordingly one that should be recommended to all Hurricane Shareholders.
· The Acquisition is the conclusion to a comprehensive FSP. The FSP was marketed to a wide audience of potential acquirors with an interest in acquiring assets on the UK Continental Shelf. Interest in the FSP was significantly diminished by the introduction of the Energy Profits Levy, and subsequent amendments, by the UK government. Twelve companies engaged in the FSP in a meaningful manner, with five providing actionable offers in compliance with the requirements of the FSP. After this thorough process, the Hurricane Board has resolved to recommend the Acquisition to Hurricane Shareholders.
· Prax is a wholly-owned subsidiary of State Oil Limited, which is the ultimate operating holding company of the Prax Group (“Prax” or the “Prax Group”), a leading, British headquartered, international integrated and diversified midstream and downstream energy group. Prax is committed to building a sizeable upstream business in the North Sea, complementing its midstream and downstream activities to create an integrated business, and it is focused on rapidly developing its oil and gas portfolio via acquisitions. The acquisition of Hurricane is the first strategic step, providing a platform from which its upstream division will grow.
The Acquisition offers Hurricane Shareholders:
· More Cash: In aggregate, the Special Dividends and Cash Consideration, together with (a) any balance of the Supplementary Dividend Amount not declared as a Supplementary Dividend; and (b) the 17.5% share of future Net Revenues directly from the Lancaster Field (before the inclusion of any incremental Net Revenue from future acquisitions) being paid as Deferred Consideration Units pursuant to the terms of the DCU Deed Poll, is expected to deliver a cash amount to shareholders that is greater than the sums that the Directors expect to be able to return to shareholders in an orderly wind down of the business;
· Faster Returns: With the accelerated up-front cash return and without the requirement to wait for a wind-down of Hurricane following cessation of production, Hurricane Shareholders will see their cash returns delivered significantly faster by the Acquisition;
· Mitigated Downside: The Acquisition mitigates against the meaningful risk of an unplanned cessation of production by delivering accelerated returns and removing Hurricane Shareholders’ direct exposure to the costs of decommissioning the Lancaster field and winding down Hurricane; and
· Enhanced Upside: There is a significant potential for upside to be delivered to Hurricane Shareholders, beyond that which could be realised as a standalone company, should Prax leverage Hurricane’s accumulated tax losses to make production acquisitions in pursuit of its upstream growth strategy in the near to medium term. In this case, Hurricane Shareholders will receive 12.50 pence per share, assuming payment of the Supplementary Dividend Amount in full (by way of the Supplementary Dividend and/or Deferred Consideration Unit) and full value is delivered by the Deferred Consideration Units (including any balance of the Supplementary Dividend Amount not declared as a Supplementary Dividend).
· Accordingly, the Board expects the Acquisition to result in Hurricane Shareholders being better off than in a planned wind down of Hurricane and significantly better off than they would be in the event of an unplanned cessation of production, with significant further upside in the event that the Deferred Consideration Units deliver on their full potential through acquisitions.
· The Hurricane Directors, who have been so advised by Stifel as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its financial advice to the Hurricane Directors, Stifel has taken into account the commercial assessments of the Hurricane Directors. Stifel is providing independent financial advice to the Hurricane Directors for the purposes of Rule 3 of the Code.
· Accordingly, the Hurricane Directors intend to unanimously recommend that Hurricane Shareholders vote in favour of (i) the Scheme at the Court Meeting; and (ii) the Resolutions at the General Meeting, in each case as the Hurricane Directors who are interested in Hurricane Shares have irrevocably undertaken to do in respect of those Hurricane Shares which they are able to control the exercise of voting rights, amounting in aggregate to 498,092 Hurricane Shares and representing approximately 0.03 per cent. of the ordinary share capital of Hurricane in issue (excluding treasury shares) on 15 March 2023 (the “Latest Practicable Date”) .
· In addition to the irrevocable undertakings from the Hurricane Directors, Prax has also received irrevocable undertakings from Crystal Amber Fund Limited (“Crystal Amber”) and Kerogen Investments No.18 Limited (“Kerogen”) to vote, or procure a vote, to approve the Scheme at the Court Meeting and vote, or procure a vote, in favour of the Resolutions at the General Meeting in respect of a total of 894,181,210 Hurricane Shares, representing approximately 44.89 per cent. of the ordinary share capital of Hurricane in issue (excluding treasury shares) on the Latest Practicable Date. The obligations of each of Crystal Amber and Kerogen under their respective undertakings shall remain binding in the event of a higher offer, or any other bid or offer for Hurricane.
· Therefore, as at the date of this announcement, Prax has received irrevocable undertakings to vote, or procure a vote, to approve the Scheme at the Court Meeting and vote, or procure the voting, in favour of the Resolutions at the General Meeting with respect to a total of 894,679,302 Hurricane Shares, representing approximately 44.92 per cent. of the ordinary share capital of Hurricane in issue (excluding treasury shares) on the Latest Practicable Date . Further details of the irrevocable undertakings are set out in Appendix III to this announcement.
Information on Prax
· Prax is a wholly-owned subsidiary of State Oil Limited, which is the ultimate operating holding company of the Prax Group.
· The Prax Group is a leading, British headquartered, international integrated and diversified midstream and downstream energy group with 1,274 employees in 12 offices across seven countries. Prax’s activities include refining, marketing, and distribution of commercial fuels, via its network of storage terminals and pipeline infrastructure, petrol retail forecourts, road tankers, and its marine bunkering vessel fleet.
· Prax has a world-class asset base, with 113 kbpd of refining capacity and 1,917 kcbm of storage capacity. For its financial year ended 28 February 2022, Prax generated revenues of US$10 billion and adjusted EBITDA of US$126.7 million. Prax has a strong balance sheet, providing a solid platform to execute its strategic growth plans.
· Prax has a strong and experienced management team and Board with an excellent track record of delivering growth through M&A. Recent activity includes the acquisition of the Lindsey Oil refinery, a major strategic refining complex in the UK, from TotalEnergies in 2021; the acquisition of the Jarrow terminal from Shell in 2016 and the Zeebrugge terminal from TotalEnergies in 2020; and the acquisition of Harvest Energy in 2015, now one of the largest bio-fuels blenders in North West Europe.
· Prax has hired a highly experienced and motivated management team to grow its upstream business, led by Alessandro Agostini, Oliver Dunn and Iain McKendrick. The upstream management team has decades of North Sea and international experience in large corporates, listed E&P players and private equity firms, covering all aspects of oil and gas. In particular the team has a considerable track record in executing upstream acquisitions.
Information on Hurricane
· Hurricane is an oil & gas exploration and production company, focussed on fractured basement reservoirs offshore West of Shetlands on the UK Continental Shelf. Hurricane has a 100 per cent. operated interest in the Lancaster Field. As at 31 December 2022 the Lancaster Field’s proved and probable reserves were certified by ERCE Equipoise Limited (“ERCE”) to be 6.6 mmbbls. Hurricane produced 3.1 mmbbls from the Lancaster field in 2022 and is currently producing 7,710 bbls/d from a single well, with a water cut of 52 per cent., into the leased Aoka Mizu FPSO. Production of 2P Reserves is projected by Hurricane to continue until August 2025 at an assumed US$80/bbl oil price , at which point the Lancaster field will be abandoned. As at 28 February 2023, Hurricane had Net Free Cash of US$140.1 million, as well as US$60.7 million of cash and liquid investments within restricted funds, relating to decommissioning security arrangements and amounts set aside to cover potential early termination fees on the FPSO lease. Hurricane has 28 employees and offices in Surrey and Aberdeen.
Timetable and Conditions
· It is intended that the Acquisition will be effected by way of a Scheme, however Prax reserves the right to implement the Acquisition by way of a Takeover Offer, subject to the Panel’s consent.
· The Acquisition will be put to Hurricane Shareholders at the Court Meeting and at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted. In addition, a special resolution, to deal with certain matters ancillary to the Scheme, must be passed by Hurricane Shareholders representing at least 75 per cent. of the votes cast at the General Meeting and an ordinary resolution approving the Transaction Dividend, must be passed by Hurricane Shareholders representing a simple majority of the votes cast at the General Meeting.
· Subject to, among other things, the satisfaction or, where permitted, the waiver of the Conditions, including the NSIA Condition and the NSTA Condition, set out in Appendix I to this announcement, the Scheme is currently expected to become Effective before the end of Q2 2023.
· The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, will be published as soon as practicable and, in any event, within 28 days of this announcement.
Philip Wolfe, Chairman of Hurricane, commented:
“I am pleased by the outcome of what has been a thorough and exhaustive formal sale process. The Hurricane Board believes that the Acquisition will deliver more cash than Hurricane Shareholders are likely to have received from Hurricane’s Lancaster oil field, on a much expedited timeframe, as well as mitigating the risks associated with production from a single well development. In addition, the Deferred Consideration Units offer the opportunity to share in future production out-performance or higher oil prices, as well as revenue from future acquisitions by Hurricane. Accordingly, the Board of Hurricane is pleased to recommend the Acquisition to Shareholders.”
Commenting on the Acquisition, Sanjeev Kumar Soosaipillai, Chairman and CEO of the Prax Group, said:
“The Prax Group is a leading British headquartered, international, integrated and diversified midstream and downstream energy group with revenues of c. US$10 billion, and 1,274 employees across seven countries. We have a strong balance sheet, which provides a solid platform to execute our strategic growth plans, the next leg of which is to build a scaled upstream business. We see great strategic value in being a fully integrated energy company and have invested in experienced upstream and M&A management teams to drive this. The acquisition of Hurricane will provide a strong foundation for further upstream investments. We look forward to the Hurricane team joining the Prax family.”
Commenting on the Acquisition, Alessandro Agostini, Head Of Exploration & Production of the Prax Group, said:
“We are committed to building a scaled upstream division and have the financial, strategic and management capacity to complete further upstream M&A at pace. Hurricane is the first step and the platform from which our upstream division will be built, as, together with our M&A colleagues we review the potential acquisition of further, complementary UK continental shelf upstream assets. We look forward to welcoming the Hurricane team as we build a scaled upstream division within the Prax group.”
This summary should be read in conjunction with, and is subject to, the full text of this announcement and its appendices. The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix II to this announcement contains the sources and bases of calculation of certain information contained in this announcement. Appendix III contains a summary of the irrevocable undertakings received in relation to the Acquisition. Appendix IV contains definitions of certain expressions used in the summary and in this announcement. Appendix V contains ERCE’s valuation of Hurricane’s oil and gas assets in accordance with Rule 29 of the Code.
Analyst and investor presentation
A company presentation will be available on Hurricane’s website shortly.
Pinsent Masons LLP is providing legal advice to Prax and the Prax Group. Dentons UK & Middle East LLP is providing legal advice to Hurricane. Ashurst LLP is providing legal advice to Stifel and Addleshaw Goddard LLP is providing legal advice to Gneiss.
Hurricane Energy plc
Antony Maris, Chief Executive Officer
+44 (0)1483 862820
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