TIDMHDY
RNS Number : 3312G
Hardy Oil & Gas plc
22 July 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 ("MAR"). UPON THE PUBLICATION
OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
22 July 2019
Hardy Oil and Gas plc
(LSE: HDY)
UPDATE ON THE OFFERS FOR THE ACQUISITION OF HEPI
Hardy Oil and Gas plc ("Hardy" or "Company"), the oil and gas
exploration and production company focussed in India, announced on
15 July 2019 ("Invenire Sale Announcement") that it had entered
into a conditional share purchase agreement ("Invenire SPA") to
sell its wholly-owned subsidiary, Hardy Exploration &
Production (India) Inc. ("HEPI") to Invenire Energy Private Ltd
("Invenire") for cash consideration of US$3,000,000 ("Invenire
Sale").
The Invenire Sale Announcement followed the Company announcing
on 1 July 2019 that it had entered into a conditional share
purchase agreement with Hindustan Oil Exploration Company Limited
in respect of the sale of HEPI.
The Company now announces that following revised offers and
negotiations it has agreed to sell all of the capital stock of HEPI
to Invenire for increased cash consideration of US$8,750,000
("Revised Invenire Offer") and has entered into an amended share
purchase agreement with Invenire setting out the terms of the
Revised Invenire Offer ("Revised SPA").
Unless defined herein, terms defined in the Invenire Sale
Announcement shall have the same meaning in this announcement.
The Company has also granted Invenire exclusivity in respect of
the Revised Invenire Offer and has agreed not to enter into
discussions or negotiations or to solicit other offers in respect
of the sale of HEPI.
As outlined in the Invenire Sale Announcement, due to the
difficulties arising from the litigation and disputes associated
with the Assets, the Directors have concluded that disposing of
HEPI is in the best interests of the Company and its shareholders.
HEPI has been reliant on the Company to provide it with funds for
it to continue to trade and fund the ongoing litigation and
disputes and such funding obligations are a significant financial
burden on Hardy, particularly when it is not certain when, or if,
any of the Assets will start generating returns for
shareholders.
The Revised Invenire Offer price of US$8,750,000 is a very
significant uplift on the purchase price of US$3,000,000 that Hardy
previously agreed with Invenire. Accordingly, the Board unanimously
believes that it is in the best interests of the Company and its
shareholders to maximise the value to be realised by the sale of
HEPI and to therefore proceed with the sale of HEPI to Invenire on
the terms of the Revised Invenire Offer.
The Revised Invenire Offer remains of sufficient size relative
to the Group to constitute a class 1 transaction for the purposes
of the Listing Rules and is therefore conditional upon the approval
of the Company's shareholders. The Company is in the process of
preparing a circular in order to seek approval of the Company's
shareholders to the Revised Invenire Offer and to the associated
proposed transfer of the Company's listing from the Premium Segment
of the Official List to the Standard Segment ("Transfer of
Listing") (resulting from the Group no longer having an independent
business under FCA guidelines). It is expected that the circular
will be posted to the Company's shareholders, together with a
notice of an extraordinary general meeting, within the next few
weeks.
Under the terms of the Revised SPA, the Company has agreed to
use its reasonable endeavours to obtain shareholder approval for
the Revised Invenire Offer and to send a circular to shareholders
convening an extraordinary general meeting by 30 September
2019.
Further announcements will be made by the Company in due course
regarding the Revised Invenire Offer and the Transfer of
Listing.
Impact of the Revised Invenire Offer
Following completion of the Revised SPA ("Completion"), HEPI
will cease to be part of the Group and the Company will be a "cash
shell" with no subsidiaries or operational assets. Given the
Company will operate as a "cash shell" post-Completion, the
approval of the Company's shareholders will be sought in relation
to the Transfer of Listing. Completion of the Revised SPA requires
resolutions approving both the Revised Invenire Offer and the
Transfer of Listing being passed by the Company's shareholders.
Principal Terms of the Revised Invenire Offer
Pursuant to the terms of the Revised SPA, Invenire has agreed to
acquire the whole of the capital stock of HEPI for cash
consideration of US$8,750,000. Invenire has agreed to pay the
balance of the consideration not already held by the Company's
solicitors to the Company's solicitors by 20 August 2019. In the
event that the balance of the consideration is not received by 20
August 2019, the sum of US$1,000,000 will be released to the
Company from the monies currently held by the Company's solicitors
and the Revised SPA and the exclusivity granted to Invenire will be
automatically terminated.
Completion of the Revised SPA is conditional only on the
Company's shareholders passing (i) a resolution approving the
Revised Invenire Offer; and (ii) a resolution approving the
Transfer of Listing. Save for the termination of the Revised SPA in
the event that the balance of the consideration is not received by
20 August 2019, or the resolutions referred to above not being
passed, neither the Company nor Invenire has any right to terminate
the Revised SPA between signing and Completion and the Revised SPA
is not subject to any other conditions.
The Company is not giving any warranties, indemnities or tax
covenant to Invenire under the terms of the Revised SPA except for
warranties as to title to the shares in HEPI, HEPI's share capital
and its capacity to enter into the Revised SPA and sell the
shares.
As previously announced, as a result of the Company's continued
financing of HEPI, as of 30 June 2019, HEPI owed the Company
approximately US$124 million by way of an intra-group debt
("Intra-Group Debt"). As part of the Revised Invenire Offer, the
Company proposes to (i) capitalise substantially all of the
Intra-Group Debt at Completion in consideration of the issue by
HEPI of further shares in HEPI; and (ii) waive its rights to the
repayment of the remainder of Intra-Group Debt such that the
remainder of Intra-Group Debt will be written off and HEPI will not
have any indebtedness to the Company following Completion
("Capitalisation and Waiver"). This means that the Intra-Group Debt
will no longer appear in the Company's financial statements. In the
event that Completion does not occur, the Company will not proceed
with the Capitalisation and Waiver and the Intra-Group Debt will
remain outstanding.
Information on Invenire
Invenire is an independent upstream oil and gas company with
producing assets in South East Asia, including India. Access to
talent, technology and capital ably positions Invenire to pursue
exploration and production (E&P) opportunities in the current
market environment. Invenire has been successful in building a
portfolio of assets through acquisitions and also through direct
participation in the Government bidding rounds.
Current Trading, Use of Net Proceeds and Future Prospects
As previously announced, given the developments outlined in the
2019 Preliminary Final Results Announcement, the Directors remain
of the view that attempting to realise some value in respect of the
Assets by way of a disposal of HEPI is in the best interests of the
Company and its shareholders. Following Completion, the Company
will transfer its listing from the Premium Segment to the Standard
Segment of the Official List and the net proceeds from the Revised
Invenire Offer will be retained to provide additional working
capital for the Company and will be added to the Company's cash
resources for the Company to seek new investment opportunities.
Commenting on the Revised Invenire Offer, Alasdair Locke,
Chairman, said: "The Board unanimously considers that the Revised
Invenire Offer is in the best interests of all shareholders. The
price secured by the Board is at a substantially higher price than
that initially offered by Invenire and the Board will now move to
completing this disposal as quickly as possible. Further updates
will be made when appropriate."
For further information please visit www.hardyoil.com or
contact:
Hardy Oil and Gas plc 012 2461 2900
Ian MacKenzie, Chief Executive Officer
Richard Galvin, Treasurer &
Corporate Affairs Executive
Arden Partners plc 020 7614 5900
Ciaran Walsh
Steve Douglas
Equity Sales: James Reed-Daunter
Tavistock 020 7920 3150
Simon Hudson
Barney Hayward
-ends-
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPLLFEEDDIFFIA
(END) Dow Jones Newswires
July 22, 2019 12:00 ET (16:00 GMT)
Hardy Oil & Gas (LSE:HDY)
과거 데이터 주식 차트
부터 12월(12) 2024 으로 1월(1) 2025
Hardy Oil & Gas (LSE:HDY)
과거 데이터 주식 차트
부터 1월(1) 2024 으로 1월(1) 2025
