4th Nov 2015 07:00
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.
This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of President Energy PLC or other evaluation of any securities of President Energy PLC or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
04 November 2015
PRESIDENT ENERGY PLC
(Incorporated in England and Wales with registered no. 5104249)
("President" or the "Company")
Proposed Loan Restructuring and Proposed Equity Subscription
President Energy (AIM: PPC), the oil and gas exploration and production company announces (1) a proposed restructuring ("Loan Restructuring") of the Company's existing unsecured loan facility ("the Loan Facility") with IYA Global Limited ("IYA") and (2) an up to US$5.0 million proposed non-brokered equity subscription ("Proposed Subscription").
The Loan Restructuring will result in the amount outstanding under the Company's Loan Facility being reduced from US$11.1 million to US$7.1 million, by re-designating up to US$4.0 million into an unsecured convertible loan ("the Convertible Loan") at a lower interest rate of 10% per.annum. with the ability to convert the loan into shares at a 30% premium to 7.075 pence, being the closing share price as at 2 November 2015 ("the Closing Price"). The Proposed Subscription is intended to be priced at the Closing Price. Both the revised Loan Facility and the Convertible Loan will have a maturity date of 30 April 2017.
Highlights
· Significant reduction in the Company's debt and interest costs. Drawn balance of existing Loan Facility reduced to US$7.1 million from US$11.1 million by:
o Transfer of up to US$4.0 million of the Loan Facility to the Convertible Loan
o The Convertible Loan is convertible at IYA's option into new ordinary shares up to the repayment date of the remaining outstanding balance to 30 April 2017
o Interest costs of the Convertible Loan will be rolled up with accrued interest and the principal due for repayment on 30 April 2017, if not converted
· The Loan Facility is expected to be reduced to US$10.0 million and the final repayment date extended to 30 April 2017
· Proposed Subscription intended to raise up to US$5.0 million to be used to support the working capital position of the Company and provide more flexibility to achieve the best value possible for shareholders with regards to the Company's farm-out process for Argentina and Paraguay while implementing its workover programme in Argentina to increase production. Peter Levine, the Company's Executive Chairman and Chief Executive intends to participate in the Proposed Subscription through the capitalisation of certain amounts due under the Loan Facility and in subscribing for certain new Ordinary Shares for cash.
Further information
The Board is pleased to announce that it proposes to restructure its US$15.0 million existing Loan Facility ("Existing Loan Facility") with IYA, a company that is beneficially owned by the Company's Executive Chairman and Chief Executive, Peter Levine. At present, US$11.1 million aggregate principal amount is currently drawn and outstanding under the Loan Facility.
The Loan Restructuring is expected to result in the headroom under the Loan Facility being reduced to US$10.0 million from US$15.0 million and the maturity date of the Loan Facility will be extended from 31 December 2016 to 30 April 2017. Up to US$4.0 million of the drawn principal amount outstanding under the Loan Facility is to be transferred to the Convertible Loan carrying interest at the reduced rate of 10 per cent. per annum and with rights to convert up to such amount into new Ordinary Shares at the conversion price of 9.198 pence ("Conversion Price") per share (such Conversion Price being at a premium of 30 per cent. to the Closing Price).
Following completion of the Proposed Subscription, it is anticipated that shareholder approval will be required in respect of the re-designation of part of the Loan Facility to the Convertible Loan.
Following the transfer of US$4.0 million of the Loan Facility there will be a remaining US$7.1 million outstanding drawn balance. The Loan Facility will be extended on the same terms to 31 April 2017.
The Board believes that the Loan Restructuring will bring a number of different benefits. The interest rate payable on the US$4.0 million principal amount that is transferred across to the Convertible Loan will reduce the financial burden placed on the Company due to the reduced interest rate payable on such element of the Loan Facility. In addition, the proposed reduction in the overall size of the Loan Facility shall reduce interest payments due on the undrawn element of the facility. The extension of the final repayment date to 30 April 2017 will also provide the Company with greater security of funding.
In addition, the Board is also announcing a Proposed Subscription of up to US$5.0 million through the issue of new Ordinary Shares which is intended to be at the Closing Price of 7.075 pence per share. The proceeds of the Proposed Subscription are to be used to support the working capital position of the Company and provide more flexibility to achieve the best value possible for shareholders with regards to the Company's farm-out process for Argentina and Paraguay, while targeting implementing its workover programme in Argentina to increase production. Peter Levine intends to participate in the Proposed Subscription through the capitalisation of certain amounts due under the Loan Facility and in subscribing for certain new Ordinary Shares for cash.
The anticipated issue of new Ordinary Shares pursuant to the Subscription, combined with the issue of the new Ordinary Shares in respect of the transfer of up to US$4.0 million principal amount (together with accrued interest thereon) into the Convertible Loan is expected to exhaust the Directors' existing authorities to allot shares and grant rights to subscribe for or convert securities into shares for cash on a non pre-emptive basis. As such, the re-designation and transfer of certain amount of the Loan Facility to the Convertible Loan is expected to be conditional upon shareholder approval being given at a General Meeting of the Company. A circular containing a notice convening such General Meeting will be dispatched to shareholders accordingly.
The transfer of the sum of US$4.0 million being part of the drawn monies under the Loan Facility to the Convertible Loan on the terms referred to in this Announcement and the extension of the Loan Facility is classified as a related party transaction under the AIM Rules. The Directors, excluding Peter Levine who is not considered to be independent by virtue of his relationship with IYA, having consulted with RBC Europe Limited (known as RBC Capital Markets) in its capacity as the Company's nominated adviser, consider that the terms of the IYA loan extension and Convertible Loan are fair and reasonable in so far as the Company's shareholders are concerned.
For further information contact:
President Energy PLC | +44 (0) 207 016 7950 |
Peter Levine, Executive Chairman and Chief Executive Officer |
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Ben Wilkinson, Group Finance Director |
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RBC Capital Markets (Nomad and Joint Broker) | +44 (0) 207 653 4000 |
Matthew Coakes | |
Daniel Conti | |
Peel Hunt LLP (Joint Broker) | +44 (0) 207 418 8900 |
Richard Crichton, Ross Allister |
Bell Pottinger | |
Gavin Davis, Henry Lerwill | +44 (0) 203 772 2500 |
IMPORTANT NOTICES
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. President cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. Examples of forward-looking statements include, amongst others, statements regarding or which make assumptions in respect of the future performance of the Company's principal subsidiary undertakings, the on-going exploration and appraisal of the Group's portfolio of assets, the timing of the commencement of any development of and future production (if any) from those assets and the sustainability of that production, the ability of the Group to discover new reserves, the prices achievable by the Group in respect of any future production, the costs of exploration, development or production, future foreign exchange rates, interest rates and currency controls, the future political and fiscal regimes in the overseas markets in which the Group operates, the Group's future financial position, plans and objectives for future operations and any other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of oil or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond President's control. As a result, President's actual future results may differ materially from the plans, goals, and expectations set forth in President Energy's forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of President speak only as of the date they are made. Except as required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange, the AIM Rules or applicable law or regulation, President expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in President's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Announcement has been issued by and is the sole responsibility of President.
This Announcement is not for distribution, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan or any jurisdiction into which the same would be unlawful (each a "Restricted Jurisdiction"). This Announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for shares in the capital of President in a Restricted Jurisdiction. In particular, the new Ordinary Shares referred to in this Announcement have not been, and will not be, registered under the Securities Act or under the securities legislation of any state of the United States, and may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. Subject to exceptions, the new Ordinary Shares referred to in this Announcement are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. No public offering of securities of President will be made in connection with the Subscription in the United Kingdom, the United States or elsewhere.
The new Ordinary Shares to be issued pursuant to the Subscription will not be admitted to trading on any stock exchange other than AIM. Neither the content of President's website nor any website accessible by hyperlinks on President's website is incorporated in, or forms part of, this Announcement.
APPENDIX
EXCHANGE RATES
In this Announcement, references to "pounds sterling", "£", "pence" and "p" are to the lawful currency of the United Kingdom and references to "US dollars", "$" and "cents" are to the lawful currency of United States of America. Unless otherwise stated, the basis of translation of pounds sterling into US dollars for the purposes of inclusion in this Announcement is US$1.543/£1.00.
Related Shares:
PPC.L