Brian Larkin CEO, United Oil and Gas PLC: These are highly significant announcements for United which move us closer to our goal of completing a transformational acquisition.
Update on UK and Egyptian asset transactions
· Important milestone passed in acquisition of Rockhopper’s producing assets in Egypt as JV partners waive pre-emption rights allowing deal to move forward
· The acquisition, which remains on track to complete during Q4 2019 with an effective date of 1 January 2019, will transform United into a full cycle oil and gas company
· Sales and Purchase Agreement (“SPA”) signed for the sale of North Sea Blocks 15/18d and 15/19b (Licence P2366) for up to US$5million (US$4.75million net to United)
United Oil & Gas Plc, the AIM listed oil and gas exploration and development company, is pleased to update shareholders on two important transactions, the acquisition of Rockhopper Egypt (‘the Acquisition’) and the sale of United’s North Sea Blocks 15/18d and 15/19b (Licence P2366) to Anasuria Hibiscus UK Limited (“Hibiscus”) (‘the Sale Transaction’).
Rockhopper Egypt Acquisition Update
The existing joint venture partners in the Rockhopper Egypt Abu Sennan concession have all irrevocably and unconditionality waived their pre-emption rights under the Joint Operating Agreement to acquire the Rockhopper Egypt interest in Abu Sennan. This is an important milestone and its successful completion is a major step towards completion of the Acquisition which will deliver over 1,100 boepd net low-cost production with 2.64mmboe net 2P Reserves to United plus large remaining infill and exploration upside.
As announced on 23 July 2019, the cash consideration for the Acquisition is US$16 million, which is to be funded through a combination of prepayment finance, equity in United and the Company’s existing cash resources. Oil and gas major BP are providing a senior secured prepayment financing structure of up to US$8 million to fund the proposed acquisition. The balance will be funded by a placing of new ordinary shares in United, along with use of existing cash resources, including proceeds from the above Licence P2366 divestment. Rockhopper Exploration Plc has agreed to accept up to US$5 million in Consideration Shares. Any Consideration Shares held by Rockhopper in United are subject to certain lock-up and orderly market disposal provisions for a period of up to 12 months from completion. In line with this, the Company intends to now move ahead with equity placing. This is expected to take place in the second half of October and early November. An EGM will follow this to seek shareholder approval for all elements of the transaction.
The Acquisition issubject to further conditions, such as United shareholder approval, United being readmitted to trading on the AIM market and receipt of Egyptian government approval. The transaction remains on track to complete during Q4 2019 with an effective date of 1 January 2019
Sale of North Sea Blocks 15/18d and 15/19b (Licence P2366)
Further to the announcement of the signing of the Heads of Terms on 17 July 2019, United is pleased to announce that a Sales and Purchase Agreement (“SPA”) has now been signed for the sale of North Sea blocks 15/18d and 15/19b (“the Licence”) to Anasuria Hibiscus UK Limited for a headline consideration of up to US$5million.
United was awarded the North Sea blocks 15/18d and 15/19b, in the UK Oil and Gas Authority 30th Licencing Round, in August 2018, and holds a 95% equity interest. The blocks include the Crown Discovery, initially discovered by Conoco Phillips in 1998. Low-cost but important data analysis, carried out by the United team, has added significant value to the Licence since acquisition.
The signing of the SPA triggers the payment of a US $0.1 million deposit from Hibiscus. Upon completion of the deal, following regulatory OGA approval, the terms of the sale will see an immediate and non-refundable further payment of US $0.9 million from Hibiscus. Of this combined initial US $1 million payment, US $0.95 million will be payable to United and US $0.05 million will be payable to United’s minority partner Swift Exploration Ltd. Subject to further milestones relating to the approval of the Marigold Field Development Plan being achieved, an additional sum of up to US $3 million will be paid before the end of 2020 (US $2.85 million net to United). In the event that these milestones are not reached, the Licence will revert back to United and Swift Exploration Ltd. Once the field is on production, there is potential for further production related payments of up to US $1 million (US $0.95 million net to United) to be made by Hibiscus.
This deal is subject to regulatory OGA approval and is expected to complete during Q4 2019.
Brian Larkin, CEO, published July 2019
Brian Larkin CEO, United Oil and Gas PLC:
“These are highly significant announcements for United which move us closer to our goal of completing a transformational acquisition.
“We are confident that when we are re-admitted to AIM, later this year, we will have achieved our goal of creating a full cycle oil and gas company with exceptional prospects for growth. Our portfolio will include high impact exploration assets, low risk development opportunities, discoveries which are near to production and producing assets which show considerable potential for further reserves.
“Post the completion of these two transformational transactions, United will have both the potential for market leading growth and the team and resources capable of delivering that. We would like to thank shareholders for their support in this process and look forward to further updating the market.”
