25th Mar 2019 17:57
LONDON (Alliance News) - Independent Oil & Gas PLC late Monday said RockRose offer to buy its debt owed to a lender now in administration cannot be described as "fair and generous".
Instead, IOG added it demonstrates RockRose's intention to acquire the loans at substantially below their fundamental value and at a substantial discount to the see-through value of the offer.
Ealrier on Monday, RockRose said it offered GBP40.0 million in cash for the debt owed by IOG to London Oil & Gas Ltd, whose administration is being managed by Smith & Williamson LLP.
IOG late Monday added: "Taken together, it is clear that the RockRose Energy debt offer is a transparent attempt by RockRose to deny LOG's and LCF's creditors, and by extension mini-bond holders, of fundamental value, seeking instead to reserve that value for the benefit of RockRose and Andrew Austin himself as a major shareholder in RockRose."
Earlier March, IOG rejected a GBP27 million takeover offer from RockRose, saying it was opportunistic and undervalued it. The offer was 20 pence a share, with shares down 5.5% at 19.14p on Monday.
RockRose shares are currently suspended from trading as its separate Marathon Oil Corp deal closes.
IOG shares instead closed 4.9% lower at 19.25p each.
RockRose has been denied IOG's debt facility agreement documents, it said, but it does not believe it needs to conduct due diligence for the debt offer.
"RockRose considers the refusal of IOG or the administrators to meet requests to provide RockRose with the terms of the IOG debt facilities has hampered RockRose's ability to assess the full implications of the convertible instruments on any possible offer," said RockRose.
"It is clear that, from the limited information that is in the public domain, the IOG debt facilities and associated convertibles could account for more than 50% of the fully diluted equity share capital of IOG were the conversion rights to be exercised in full."
"RockRose has made requests to AIM Regulation and other regulators requesting that IOG disclose its fully diluted share capital in order to give all parties transparency as to the position," it continued.
Executive Chair Andrew Austin commented: "The continued lack of clarity and failure of IOG (and its direct and indirect lenders, both now in administration) to disclose the key terms of its indebtedness and the very material extent of the dilutive instruments is unusual in the current circumstances."
Related Shares:
IOG.LRRE.L