27th May 2010 08:04
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR SOUTH AFRICA.
This press release does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in, Maple Energy plc nor shall it or any part of it form the basis of, or be relied upon in connection with, any contract or commitment whatsoever.
27 May 2010
MAPLE ENERGY PLC
("Maple" or the "Company")
$12.5 MILLION INVESTMENT AGREEMENT
Maple Energy plc (AIM: MPLE; LIMA: MPLE), an integrated energy company with assets in Peru, is pleased to announce that today it has entered into a binding Investment Agreement with an existing investor to issue and sell new Class B convertible preferred shares of a Maple subsidiary for gross proceeds of US$12.5 million (the "Private Placement"). The Company intends to use the net proceeds from this Private Placement to fund a portion of its remaining equity contribution requirement in connection with the Company's Ethanol Project.
Under the terms of the Investment Agreement, Fondo de Inversion en Infraestructura, Servicios Publicos Y Recursos Naturales (the "Fund") will purchase 456,871 non-voting Class B convertible preferred shares (the "Class B Shares") of The Maple Companies, Limited ("MCL"), a direct subsidiary of the Company. The Class B Shares will initially be convertible into 30 ordinary shares of Maple per Class B Share (the "Conversion Ratio"), at the Fund's discretion, at any time following the receipt of certain shareholder approval requirements. The Conversion Ratio shall be reduced to 20.7 once the Fund has achieved the Final IRR (as described below). The Class B Shares will only receive cash payments through an entitlement to receive a portion of any distributions of distributable funds made to the shareholders of MCL as follows: (i) approximately 27% of the total distributions to the MCL shareholders until the Fund has achieved an annual internal rate of return on its investment ("IRR") of 15% ("Initial IRR"), (ii) once the Initial IRR has been reached, approximately 11% of the total distributions to the MCL shareholders until the Fund has achieved an IRR of 20% ("Final IRR"), and (iii) once the Final IRR has been reached, approximately 7.6% of the total distributions to the MCL shareholders. While there will be no obligation to make any distributions to the holders of Class B Shares, MCL shall, on a quarterly basis, seek to make distributions from distributable funds, after taking into account operating expenses, debt service requirements, working capital, other anticipated expenditures and any other limitations or restrictions. The Fund also has a one-time put option to sell the Class B Shares to the Company at a price that would result in the Fund achieving the Initial IRR.
The Investment Agreement stipulates several requirements for the Company to achieve prior to closing, including: (i) amending Maple's Articles of Association (the "Articles") to establish certain corporate governance principles set forth below, (ii) delivering to the Fund a cost reduction plan to reduce costs by US$2 million on an annual basis to increase cash flow, and (iii) receipt of gross proceeds of US$25 million through the issuance of equity, in one or more transactions. The Company will seek to amend its Articles to a) fix the number of directors on the board of directors at seven, not less than four of which shall be non-executives with two such directors being initially proposed by the Fund, and b) establish certain terms of reference for the existing Audit, Nomination and Remuneration committees and require each committee to be comprised of a majority of non-executive directors.
In connection with the Private Placement, MCL, the Fund and the Company will enter into an amended and restated shareholders' agreement (the "Shareholders Agreement") and amended and restated stock option agreement ("Option Agreement"). The Shareholders' Agreement will provide certain information rights and negative control rights in favour of the Fund with respect to the Company's subsidiaries and future operations. The Option Agreement obligates Maple to exchange the Class B Shares for ordinary shares of Maple, subject to the terms and conditions in the agreement.
The Private Placement is expected to close on or about June 30, 2010. If the closing of the Private Placement is unable to occur for any reason prior to July 31, 2010, the Investment Agreement will terminate.
Rex W. Canon, Chief Executive Officer of Maple Energy plc commented today,
"We are excited to have one of our earliest and significant shareholders express confidence in Maple and its future through this strategic investment. This investment represents an important milestone in fulfilling our remaining equity contribution commitment in the Ethanol Project as we remain focused on completing the infrastructure for the Ethanol Project and commencing commercial operations in 2011."
For further information, please contact:
Maple Energy plc (+ 51 1 611 4000)
Rex W. Canon, Chief Executive Officer, President and Executive Director
Jefferies International Limited (+44 20 7029 8000)
Schuyler Evans
Oliver Griffiths
Mirabaud Securities Ltd (+44 20 7321 2508)
Peter Krens
Rory Scott
Citigate Dewe Rogerson (+44 20 7638 9571)
George Cazenove
Kate Lehane
Forward-Looking Statements
Statements contained in this document, particularly those regarding possible, projected, or assumed future performance and results, including growth outlook, forecasted economics, operations, production, contracting, costs, prices, earnings, returns, and potential growth, are or may include forward looking statements. Such statements relate to future events and expectations and as such involve known and unknown risks and uncertainties. These risks and uncertainties include, among other things, market conditions, weather risks, economic and political risks, and other factors discussed in Maple's Admission Document available on the Company's website (www.maple-energy.com). Forward-looking statements are not guarantees of future performance or an assurance that Maple's current assumptions and projections are valid. Actual results, actions, and developments may differ materially from those expressed or implied by those forward looking statements depending on a variety of factors. Furthermore, any forward looking statements presented are expressed in good faith and are believed to have a reasonable basis as of the date of this release. These forward looking statements speak only as at the date of this release, and Maple does not assume any obligation to update any forward looking statements, whether as a result of new information, future events, or otherwise.
About Maple Energy
Maple is an integrated independent energy company, listed in London and Lima, with assets and operations in Peru engaging in numerous aspects of the energy industry, including:
·; The development of an ethanol project
·; Exploration and production of crude oil and natural gas
·; Refining, marketing and distribution of hydrocarbon products
Maple was admitted to AIM on 13 July 2007 and trades under the symbol "MPLE". The company was also admitted to the Lima Stock Exchange on 21 December 2007 where it trades under the same symbol.
Operations
Maple's operations are conducted and revenues are generated through its wholly-owned subsidiaries. Maple's principal operations consist of the following:
·; Ethanol Project. Project developer and owner of an estimated US$254 million ethanol project located in the Piura Region on the northwest coast of Peru;
·; Crude Oil Production. Operator and holder of 100% working interests in its crude-oil producing properties, Blocks 31-B, 31-D and 31-E;
·; Refining, Marketing and Distribution Operations. Operator of the Pucallpa Refinery and Sales Plant, which has capacity to refine up to (i) 3,400 barrels per day of crude oil producing Residual 5 fuel oil, (ii) 3,000 barrels per day of crude oil producing Residual 6 fuel oil or (iii) 4,100 barrels per day of natural gasolines. This plant also includes sales and distribution operations in the central Peruvian jungle, central Peruvian highlands and Lima regions;
·; Oil and Gas Exploration. Significant exploration opportunities through a:
- 100% working interest in Block 31-E, containing the San Roque and Cashiboya Deep prospects and the new shale gas opportunity; and
- 33.77% working interest in the Aguaytía Deep Prospect in Block 31-C.
Related Shares:
MPLE.L