TIDMGAS
RNS Number : 1817W
Gasol plc
23 December 2013
23 December 2013
Gasol plc
("Gasol" or the "Company")
Acquisition and Statement re Suspension
The board of Gasol is pleased to announce that the Company has
entered into a conditional agreement (the "SPA") to acquire 100% of
the issued share capital of Energie de Côte d'Ivoire S.A.
("Enerci") (the "Acquisition") from GDF SUEZ E&P International
S.A. (the "Seller"). By virtue of Enerci's size relative to the
Company's, the Acquisition constitutes a reverse takeover under the
AIM Rules for Companies. In accordance with the AIM Rules, trading
in the Ordinary Shares will be suspended with effect from 7.30am
today pending publication of an Admission Document by the Company,
which is expected to occur within the first quarter of 2014. In the
event that an Admission Document has not been published within six
months of today's date (and the Acquisition has not lapsed), in
accordance with AIM Rule 41, the Company's shares will be cancelled
from admission to trading on AIM.
Enerci is a Côte d'Ivoire registered company that owns a 12%
participating interest under a joint operating agreement ("JOA") in
a production sharing contract ("PSC") providing access via licence
(the "CI-27 Licence") to offshore oil and gas reserves located in a
c. 350 km(2) area of the Côte d'Ivoire basin. The other parties to
the JOA and the PSC are Foxtrot International, Saur Energie Côte
d'Ivoire and Société Nationale d'Opérations Pétrolières de la Côte
d'Ivoire (Petroci, the national oil company of Côte d'Ivoire).
The fields within the CI-27 Licence currently produce c.
137mmscfd of gas and c. 1,000 barrels of condensate/oil daily (YTD
to end November 2013). All gas production is transported by
pipeline to Abidjan, the economic centre and former official
capital of Côte d'Ivoire, for onward sale to the country's power
producers under long-term contracts. Production under the CI-27
Licence accounted for more than 65% of Côte d'Ivoire's gas
production in 2012.
In the year ended 31 December 2012, Enerci's share of the
revenues under the PSC were EUR27.1m, with a pre-tax profit of
EUR12.0m.
The total consideration payable by the Company in connection
with the Acquisition will be US$116.092m in cash, payable as
follows: (i) US$108m (plus interest calculated from 31 December
2012 up to but excluding the date on which the Acquisition is
completed (the "Completion Date")) payable in cash on the
Completion Date, and (ii) US$8.092m contingent on certain events
(the "Retention"). The completion payment will be adjusted for the
surplus of funds paid or loaned by the Seller to Enerci between
signing and the Completion Date less amounts repaid over the same
period. The Retention will be paid in two tranches, with the second
immediately following or before 20 July 2015, the final amount to
be determined in due course.
The amount payable at the Completion Date is expected to be
funded by a US$76m debt facility to be structured and led by
Deutsche Bank and Gasol's internal sources and existing facilities.
Gasol will pay a deposit of US$2m (the "Deposit") on confirmation
of financing from Deutsche Bank; this is the trigger date under the
SPA ("Trigger Date"). The Deposit will form part of the
consideration payable at completion. The Deposit is repayable by
the Seller to the Company in certain circumstances.
The SPA contains customary representations and warranties and
other protections provided by the Seller to the Company and vice
versa. The Purchaser under the SPA will be Enerci (UK) Limited, a
wholly-owned subsidiary of the Company.
The Acquisition constitutes a reverse takeover under the AIM
Rules for Companies and, accordingly, is conditional upon the
publication of an admission document by the Company and the
approval of the Company's shareholders at general meeting.
Completion of the Acquisition is also conditional upon, inter
alia:
-- entry into the US$76m debt facility with Deutsche Bank;
-- approval of the Acquisition by the government of Côte d'Ivoire; and
-- waiver of the pre-emption rights of the JOA parties in relation to the sale of Enerci.
For completion of the Acquisition to take place, all conditions
under the SPA need to be satisfied by 6 months from the Trigger
Date or such later date as the Company and the Seller may
agree.
African Gas Development Corporation Limited and Afren plc have
each entered into an irrevocable undertaking to vote their entire
beneficial holdings of, in aggregate, 26,542,446 ordinary shares of
0.5 pence each ("Ordinary Shares") in the Company, representing
79.2% of Gasol's issued share capital, in favour of any resolution
put forward at a general meeting to approve the Acquisition.
Alan Buxton, Gasol's Chief Operating Officer, said:
"We are delighted to have reached an agreement to acquire a 12%
interest in the CI-27 licence, which is the largest gas field
offshore the Côte d'Ivoire and has an extensive production history.
The acquisition provides us with an opportunity to bring a
revenue-generating, profitable and self-funding asset into the
group and, as such, represents a key milestone in our development
as well as a stable, financeable cash flow base from which to grow.
We are already working on our strategy to integrate Enerci into our
activities in the region with a view to realising maximum benefit
and I look forward to updating shareholders further on our plans in
due course".
Gasol plc
Alan Buxton, Chief Operating Officer +44 (0) 20 7290 3300
Panmure Gordon (UK) Limited (Nomad and Broker)
Dominic Morley (Corporate Finance)
Callum Stewart (Corporate Finance)
Adam Pollock (Corporate Broking) +44 (0) 20 7886 2500
BMO Capital Markets Limited (Exclusive Financial Advisor)
Vicary Gibbs +44 (0) 20 7236 1010
Tom Rider
Deutsche Bank Communications
Michael Lermer +971 (0) 44283 860
Yellow Jersey PR Limited
Dominic Barretto
Kelsey Traynor +44 (0) 7768 537 739
About Gasol plc
Gasol plc is an AIM listed energy development company focusing
on gas constrained nations. Power stations in West Africa currently
operate predominantly on liquid fuels such as diesel, light crude
and jet fuel, but many of these plants are also capable of using
gas. Gasol will initially supply these customers with gas from
regasified Liquefied Natural Gas ("LNG"), which can provide
significant cost savings in the order of 20 to 30 per cent. This
involves the delivery of LNG to leased Floating Storage and
Regasification Facilities which will be positioned in Cotonou
harbour, Benin and will supply the regasified LNG into the West
African Gas Pipeline. The West African Gas Pipeline is a 678km gas
pipeline involving an investment of over US$1 billion, built to
transport gas from Nigeria to Benin, Togo and Ghana which has been
operational since March 2011, but today operates at significantly
less than full capacity. Once there is sufficient regional demand
for gas, Gasol aims to develop captive gas reserves in offshore
Nigeria and will supply this gas through the West African Gas
Pipeline. This pipeline gas will be cheaper and therefore displace
the LNG derived gas, resulting in further savings for
customers.
As part of a consortium called Electrogas Malta, Gasol has also
been awarded a LNG-to-power project by Malta's state power utility
Enemalta, as the country aims to lower its energy costs. Electrogas
Malta is a consortium made up of Gasol, SOCAR Trading SA, GEM
Holdings Ltd and Siemens Project Ventures, the equity financial arm
of Siemens Financial Services.
Gasol's shares have been listed on London Stock Exchange's AIM
since 2005 with the ticker code "GAS". Further information on the
Company is available at www.gasolplc.com.
BMO Capital Markets Limited ("BMO Capital Markets"), which is
authorised and regulated by the Financial Conduct Authority, is
acting exclusively for Gasol and no-one else in connection with the
Acquisition. BMO Capital Markets will not regard any other person
as its client in relation to the Acquisition and will not be
responsible to anyone other than Gasol for providing the
protections afforded to its clients, nor for providing advice in
relation to the Acquisition, the contents of this announcement or
any transaction, arrangement or other matter referred to
herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Gasol (LSE:GAS)
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