TIDMNBR
RNS Number : 6557J
Namibian Resources PLC
21 December 2015
21 December 2015
Namibian Resources plc ('Namibian' or 'the Company')
Proposed Acquisition, Proposed Change of Name, Appointment of
Director and Nominations for Directorship
Namibian announces that it has entered into a binding agreement,
subject to a number of conditions set out below, with the
French-registered holding company, Sister Holding SAS, to acquire
shares in Petro Kouilou S.A. ("Petro Kouilou"), a company
registered in the Republic of the Congo ("the Acquisition").
Petro Kouilou holds a 56% interest, via a production-sharing
agreement, alongside the Société Nationale des Petroles du Congo
("SNPC"), in a producing offshore oil asset with exploration
potential, the Tilapia field, which is located offshore/onshore
30km north of the coastal city of Pointe-Noire. The consideration
will be settled by (i) cash consideration of US$2.5 million, (ii)
the issue of shares in the Company valued at issue at US$2.5
million, and representing at least 20% of the issued share capital
of the Company following the placing being conducted in connection
with the Acquisition; and (iii) a commitment from the Company to
fund an agreed development plan for Petro Kouilou's asset involving
capital expenditure of at least US$5.5 million.
The Tilapia field currently produces approximately 50 barrels of
oil per day ("bopd"). In its latest financial year to 31 December
2014, Petro Kouilou reported revenues of US$1.76 million and a loss
(after depreciation of US$205,000) of US$278,000. As at 31 December
2014, Petro Kouilou had a net asset book value of US$2.76
million.
In accordance with the terms of the agreement, the Acquisition
is conditional on the financing of Petro Kouilou's development
programme in early 2016, which consists of a development of the
already proven structure R1-R2-Mengo (with the aim of increasing
production to at least 200 bopd up to 500 bopd) and to drill deeper
into the Djeno horizon which has been proven prolific in
neighbouring fields (with wells in these structures producing
multiple thousands of bopd).
To better reflect the transaction and new focus of the Company,
it is proposed that the name of the Company will be changed to
Anglo African Oil & Gas Plc.
The Acquisition, which constitutes a reverse takeover under Rule
14 of the AIM Rules for Companies, is subject to a number of
pre-conditions, including approval by Namibian shareholders, the
raising by Namibian of funding for the Acquisition and admission of
the Namibian group, as enlarged by the Acquisition, to AIM. In
respect of the proposed fundraising, indications of interest have
already been received from potential equity investors for the
majority of the funds being sought.
In accordance with Rule 14 of the AIM Rules for Companies,
shares in the Company are being suspended pending publication of an
AIM admission document in respect of the proposed enlarged entity
or notification that one of the pre-conditions has not been met and
the Acquisition is not proceeding. The long-stop date for
completion of the Acquisition is, unless extended by agreement, 15
March 2016.
The Company will provide further updates in due course.
Appointment of director
The Company is pleased to announce the appointment of Alex
MacDonald as a director of the Company with immediate effect.
Alex has more than 30 years of City and business experience in
investment banking and corporate finance, with specific experience
of engineering and oil & gas. He was until June 2014 head of
the oil & gas team at Whitman-Howard, having previously held a
similar position at Libertas Capital Corporate Finance LLP. During
these periods, he was mainly involved in fund raising and M&A
activities.
Much of his early business life has been in the oil & gas
sector in upstream exploration at international level, particularly
in Africa and the Middle East. Between 1975 and 1985, Alex worked
for companies in the oil & gas sector, including Ocean
Inchcape, Brown & Root and Otis Engineering. From 1985 to 1998,
he was mainly engaged in investment banking and corporate finance.
In 1995, as part of the post-privatisation of the British coal
industry, he and three other partners acquired the entire mining
engineering facilities from British Coal, which he ran for three
years, after which it was successfully sold to Lloyds Development
Capital.
Since 1998 he has been involved, mainly, in private equity
investments, and has held a number of non-executive
directorships.
Alexander (Alex) Allan Baillie MacDonald, aged 68 is, or has
been, a director of the following companies during the last five
years:
Current directorships and partnerships Past directorships and partnerships
--------------------------------------- ------------------------------------
None African Oil Exploration Limited
--------------------------------------- ------------------------------------
Northdown Energy Limited
--------------------------------------- ------------------------------------
Northdown Petroleum Plc
--------------------------------------- ------------------------------------
Strategic Natural Resources Plc
--------------------------------------- ------------------------------------
Sureland Jade Limited
--------------------------------------- ------------------------------------
Alex was a director of Strategic Natural Resources Plc between
14 May 2014 and 6 July 2014. A petition to wind the company up was
made on 19 March 2015 and an order to wind up was delivered on 8
September 2015. A liquidator has been appointed and is in the
process of winding up the company.
Alex was appointed to the board of New Moon Interiors Limited on
13 August 1993. The company was placed into compulsory liquidation
on 14 January 1997, whilst he was still a director. The company was
dissolved on 29 March 2005.
There is no further information that is required to be disclosed
pursuant to Schedule 2 paragraph (g) of the AIM Rules for
Companies.
Pursuant to shareholder approval and satisfaction of the
pre-conditions for completion of the Acquisition, it is intended
that Mike Solomon and David Johnson will resign from the Board and
proposed that the following directors will then join the Namibian
board:
David Sefton
David has extensive experience of making, managing and exiting
investments and has public and private board experience. He is a
specialist in the oil & gas industry across Europe, Russia, the
Middle East and North America.
David is the managing partner of Linton Capital LLP, a private
equity manager and corporate finance advisory business. He has been
a member of the board of private equity funds and also several
companies operating in the oil & gas industry in the United
States of America, Canada, the Middle East and Africa.
Prior to Linton Capital LLP, David was Chief Legal Officer at
LukOil Financial Services Limited, advising the wider OAO LukOil
group on international transactions for both the upstream and
downstream businesses. Before joining LukOil, he was a senior
associate at Cleary, Gottlieb, Steen and Hamilton based in London
and New York, where he specialised in complex cross-border mergers
and acquisitions and corporate finance. He principally advised
companies in the oil & gas and telecommunications sectors and
worked on transactions in Russia, Eastern Europe, the Middle East
and Africa.
David completed undergraduate and postgraduate studies at the
University of Oxford and qualified as a barrister.
James Cane
James has operated a financial and management consultancy
business for over thirty years. He has advised a number of national
and international private-equity firms on strategy, fundraising,
marketing and business development.
James has been a chief executive and finance director in both
listed and private equity-backed businesses, including at Ashley
House plc, a quoted developer of doctors' surgeries and health
centres. He was a non-executive director of the Lambeth Building
Society until its sale to the Nationwide in 2006. He was the chief
financial officer of 8 Miles LLP, a private equity firm managing a
fund to invest in buyouts across Africa. James is the chief
financial officer of Linton Capital, an investment manager in the
oil & gas services sector and finance director of K&C REIT
plc.
James has been a trustee of the UK's longest-established drama
school, LAMDA (the London Academy of Music and Dramatic Art) since
2008 and chairs its finance committee. He is also an affiliate
governor of the Conservatoire for Dance and Drama, an umbrella
organisation for eight leading UK dance, circus and drama schools,
and sits on its finance committee. James is a member of the finance
committee of The Queen's Club, a leading UK racquet sports club and
is a fellow of the Institute of Chartered Accountants in England
and Wales.
Oleg Schkoda
Oleg has worked for several oil services companies (during
expatriate postings in Asia, Europe and America). He spent more
than 12 years with Schlumberger, Baker Hughes and GE Energy. He
held executive postings with services and E&P companies. Oleg
started his career in 1996 with the Belgian oil & gas E&P
company, Petrofina (now part of the TOTAL group), as a reservoir
engineer. He has drilled, fracked, completed and operated wells in
the Mengo Sands in the Republic of Congo.
Contacts
Namibian Resources Plc
Brian Moritz, Director Tel: +44 7976 994300
Alex MacDonald, Director Tel: + 44 7831 642064
Grant Thornton UK LLP, Nominated Adviser
Colin Aaronson/Jen Clarke/Daniel Bush Tel: +44 20 7383
5100
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQLLFERFRLIFIE
(END) Dow Jones Newswires
December 21, 2015 02:30 ET (07:30 GMT)
Namibian Resources (LSE:NBR)
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