The Directors of Solo Oil plc (SOLO: AIM) (the “Board”) are pleased to announce that the Company has raised in aggregate approximately £2.41 million (before expenses) through a firm placing and conditional placing and that the Company plans shortly to commence an open offer to existing shareholders.
The Company has issued and allotted 37,883,847 new ordinary shares of 0.2p each (the “Ordinary Shares”) (the “Firm Placing Shares”) at a price of 2.25p per share (“Issue Price”) representing approximately 8% of the issued share capital prior to Admission of the Firm Placing Shares. The fundraising is by means of a Company-sponsored placing (the “Firm Placing”). The Firm Placing will raise approximately £852,000 (before expenses).
In addition, the Company has conditionally placed a further 69,427,000 new Ordinary Shares at the Issue Price (the “Conditional Placing Shares”) representing approximately 14% of the issued share capital prior to Admission of the Conditional Placing Shares, but following the admission of the Firm Placing Shares, in the form of a conditional placing (the “Conditional Placing”) (together, the “Fundraising”).
The allotment of the Conditional Placing Shares is conditional on the passing of Resolutions 4 and 5 (the “Resolutions”) at the Company’s Annual General Meeting to be held at 11 am on 6 August 2018. Should the Conditional Placing Shares be allotted they will raise a further £1.56 million (before expenses).
The Issue Price represents a discount of approximately 5% to the closing price on 3 August 2018, the date that the pricing of the Issue Price was determined.
Further to the Company’s announcement of 13 July 2018 in relation to, inter alia, its intention to make an open offer at the same time as a future fundraising, the Company also plans to raise up to a further £1.2 million by means of an open offer (the “Open Offer”) to shareholders. The Open Offer will be made at the Issue Price and will be available to shareholders of record on the date to be set out in the relevant circular (the “Record Date”) (“Qualifying Shareholders”) and will comprise an allocation of 1 new Ordinary Share for each 9 Ordinary Shares held by Qualifying Shareholders at the Record Date.
A circular setting out full details of the terms of the Open Offer will be posted to shareholders shortly and the Open Offer will remain open for a period of at least 28 days (which may be extended at the Company’s discretion). A General Meeting of the Company will be called to approve the allotment of shares in the Open Offer and the Open Offer will remain conditional on shareholder approval at that meeting.
Alastair Ferguson, the Company’s Chairman-designate, commented:
“As we enter a phase of intense negotiation on the monetisation of the key assets of the Company, we need the capital to safeguard our equity position and negotiate the very best deals for our shareholders. I am therefore delighted that the Company has been able to secure additional capital at this critical time. Whilst the raising of that capital is dilutive at the existing shareholder level, it is a necessary function to protect and enhance the inherent value within the portfolio, and we hope that by making an open offer at the same time and at the same price, shareholders will see the merits in supporting the Company as it seeks to harvest the technical successes of the last few years. This is in line with the commitments that the Board set out in the Company’s announcement of 13 July 2018.”
Background to and reasons for the Fundraising and the Open Offer and planned use of proceeds
Solo is reaching a critical stage in realising shareholder value in some of its key investments. It will therefore be vitally important that the Company retains its equity positions in those investments in the coming months. The Board is preparing itself for probable cash calls likely to be made by the various operators in order to fund the on-going operations in these investments, especially in the Ruvuma Basin, in the short to medium term. Non-payment of cash calls under the various joint venture contractual relationships has significant potential penalties in diluting the Company’s equity position in the underlying assets which therefore risks eroding shareholder value in Solo.
Solo’s Board has estimated this call on capital, including corporate and financing costs to be in the range of £2-3 million in the coming 12 months. These estimates exclude possible drilling expenditures in the Ruvuma Basin or at Horse Hill, which will require further capital, and represent the Board’s best estimate whilst we await confirmation from the operators on timing, the contracting of key services and the necessary governmental approvals.
On receipt of the Fundraising proceeds, the Company also intends repaying, in full, the outstanding balance of principal, interest and fees relating to the convertible loan facility arranged by RiverFort Global Capital Limited in November last year, being approximately £650,000. The repayment, once finalised, will be separately announced.
Whilst the Board continues to actively explore options to monetise the Company’s portfolio, the Company must ensure that it has sufficient capital to retain its equity positions whilst effectively negotiating the best outcome for Shareholders.
The Board sees significant potential upside remaining in the Company’s assets and envisage that activity levels across the Company’s investments in the year ahead will remain high. The Board has elected to undertake an Open Offer in conjunction with the Fundraising in order to enable all Qualifying Shareholders the opportunity to participate in this equity placement at the Issue Price.
Operational Highlights for the period from 1 January to 31 July 2018
Following the end of the last reporting period on 31 December 2017 the Company has stepped up its efforts to monetise, though development or sale, the two key discoveries in the portfolio; the Ntorya gas field in Tanzania and the Horse Hill oil discovery in the Weald Basin of the UK. The Company has also invested considerable time and effort in assisting Helium One Limited (“Helium One”) to bring forward the Rukwa helium properties in Tanzania for early drilling.
• Solo now has net attributable resources of approximately 468 billion cubic feet (“bcf”) Pmean GIIP in the Ruvuma Basin, with 191 bcf (31.8 million barrels oil equivalent (“mmboe”)) of most likely contingent resources (2C) net to its 25% working interest.
• io oil & gas consulting, a Baker Hughes (a GE Company) and McDermott joint venture, completed a gas commercialisation study that has indicated that commercial development of the Ntorya field is achievable.
• Solo acquired a further 5% equity in Helium One through a technical service agreement which has seen the Rukwa project advance towards drilling.
• Helium One has raised US$2 million in pre-IPO funding in June 2018 and as a result Solo now holds 13.8% of Helium One.
• Following the successful testing at Horse Hill-1 (“HH-1”) in 2016 various operators have drilled additional wells in the Kimmeridge Limestone play in the Weald Basin and have demonstrated the widespread occurrence of the play, further supporting the regional significance of the naturally fractured oil bearing reservoir.
• Approvals were granted to carry out a 150-day long-term extended flow test (“EWT”) campaign at HH-1 commenced on 27 June 2018.
• Initial positive results were obtained from the first Portland Sandstone tests in the EWT at HH-1 with production rates comparable to those obtained in 2016.
The Company provided an update on its current financial position on 29 June 2018 with the release of its 31 December 2017 audited financial statements. There has been no material change to the position since that update.
Solo has made some significant advances in its investments in Tanzania recently, especially in the Ntorya gas-condensate discovery which has been successfully further appraised by the Ntorya-2 well with a resultant 11-fold increase in the estimated in place gas resources. A 25-year development licence for Ntorya has been applied for and will allow the finalisation of plans to commercialise Ntorya; which in Solo’s case may involve continued project investment, or a full or partial sale, or farmout, of the Company’s equity position depending on negotiating advantageous commercial terms with a third-party. The drilling of a third appraisal well, with an additional deeper exploration target, named Chikumbi-1, is being planned for later in 2018, and represents a significant catalyst for Solo’s investment story.
The Horse Hill discovery made in 2016 yielded exceptionally high flow rates at all three productive levels on test and is now undergoing further longer-term testing in order to help design a commercial development. Solo has reviewed the recent encouraging drilling and testing by other operators in the Weald Basin and as a consequence has taken the opportunity to increase its investment in Horse Hill from 6.5% to 9.75% ahead of the longer-term testing activities. The EWT of the three productive intervals in HH-1 is commenced in late June and initial results from the Portland Sandstone reservoir are encouraging with first oil exports from the site commencing on 18 July 2018.
The Company’s initial investments in natural helium exploration in Tanzania, through purchase and the contribution of technical services, with Helium One gives access to a potentially world class helium opportunity with very compelling economics and market dynamics. Further technical work will be completed in 2018, and subject to the availability of drilling capacity and financing in Helium One, it is expected that initial drilling on these helium prospects can commence in late 2018 or early 2019.
As the first round of investments made by the Company mature it has been deemed appropriate to refresh the Board with the appointment of new non-executive Directors. As part of these plans Neil Ritson, the Company’s current Chairman, plans to retire following the AGM with Alastair Ferguson being appointed as Chairman and a non-executive Director. In addition, it is anticipated that Donald Strang will retire as a non-executive Director in the coming months with the appointment of a further independent non-executive Director.
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