NGP Niche Grp.

TIDMNGP

RNS Number : 5036K

Niche Group (The) PLC

22 August 2012

Embargoed: 0700hrs, 22 August 2012

The Niche Group plc

("Niche" or the "Company")

Transaction Update

Niche is pleased to provide an update in relation to the proposed acquisitions by Niche of Oman Resources Limited ("Oman") and Arar Petrol ve Gaz AUPAS's ("Arar") interests in Turkish oil and gas Blocks AR/ARR/4396, AR/ARR/4395 and AR/ARR/4394 (together the "Hatay Blocks") and AR/ARR/4077 in Konya ("Konya Block") (together the "Blocks"). Completion of these acquisitions would deliver Niche a 100 per cent. interest in the Blocks.

Discussions between Niche, Arar, Oman and Alpay Enerji AS ("Alpay Enerji") (together the "Parties") are progressing well and the Parties have entered into certain agreements (further details of which are set out below) in contemplation of the simultaneous acquisitions by Niche of Oman and Alpay Enerji (together the "Acquisitions"). These agreements are being put in place to ensure that, at the time of the completion of the Acquisitions, Alpay Enerji and Oman will together own all interests in the Blocks.

Niche - acquisition of 5 per cent. interest in Alpay Enerji

Niche has entered into an agreement to acquire 5 per cent. of the entire issued share capital of Alpay Enerji in consideration for the payment of 5,000 Turkish Liras (approximately GBP1,700) (the "Share Transfer Agreement"). The terms of the Share Transfer Agreement provide that, in circumstances where a reverse takeover involving the completion by the Company of the Acquisitions has not occurred by 1 October 2012, the Company will have a right of first refusal with respect to certain transactions relating to the Blocks and Alpay Enerji.

Acquisition of remaining 95 per cent. of the shares in Alpay Enerji

Negotiations with respect to the conditional acquisition by Niche of the remaining 95 per cent. of the share capital of Alpay Enerji from Fatih Alpay (the "Alpay Enerji Acquisition") are well advanced but it should be noted that, at present, no binding agreement has been entered into with respect to the Alpay Enerji Acquisition and there can be no guarantee that any such agreement will be entered into.

Alpay Enerji - agreement to acquire 50 per cent. licence interest from Arar

Arar has today entered into an agreement with Alpay Enerji pursuant to which it has agreed to transfer its interest in the Blocks and certain related assets (the "Assets") to Alpay Enerji (the "Exploration Investment Deed"). Completion of the transfer of the interest in the Blocks to Alpay Enerji is conditional upon the approval of the General Directorate of Petroleum Affairs in Turkey and the transfer of the Assets is conditional upon the granting to Alpay Enerji of relevant permissions by the Energy Market Regulatory Authority in Turkey.

Alpay Enerji - agreement to acquire 50 per cent. licence interest from Oman

In connection with the Exploration Investment Deed, Oman and Arar have today entered into an agreement to novate the rights and obligations of Arar, set out in the Farm in Agreements and Joint Operating Agreements, previously entered into by Oman and Arar in respect of the Blocks, to Alpay Enerji (the "Novation Agreement").

Under the terms of the Novation Agreement, Oman has agreed to transfer its 50 per cent. participating interest in the Blocks to Alpay Enerji on the earlier to occur of re-admission of the Company's securities to AIM upon completion of the Acquisitions and 1 October 2012. Oman has agreed to transfer its participating interest in the Blocks to Alpay Enerji in consideration for the waiver by Alpay Enerji and Arar of outstanding and future commitments under the terms of the Farm in Agreements and Joint Operating Agreements with effect from the transfer of Arar's interest in the Blocks pursuant to the Exploration Investment Deed and following the transfer of Oman's interests in the Blocks to Alpay Enerji. At that time, the Farm in Agreements and the Joint Operating Agreements entered into between Arar and Oman (which have been novated by Arar to Alpay Enerji as noted above) will be terminated and all obligations and rights set out in those agreements will cease.

Niche has entered into a standstill agreement with Oman pursuant to which (and subject to various conditions set out therein) Niche has granted Oman a temporary waiver until 1 October of repayment of all outstanding amounts due under the four convertible loan agreements entered into between Niche and Oman. Shareholders should note that Niche will be required to provide in full against the GBP18.6m owed by Oman to Niche as a result of Oman agreeing to transfer its interest in the Blocks to Alpay Enerji. The interest in the Blocks is Oman's only material asset and as a result the Directors of Niche believe that recovery of the amounts loaned by the Company under the convertible loan agreements is therefore unlikely. Notwithstanding that, as a result of having entered into in the Share Transfer Agreement, if the Acquisitions are not successfully completed, Niche would, in those circumstances, continue to hold a 5 per cent. interest in Alpay Enerji and Arar.

Reverse takeover and fundraising

The Acquisitions would constitute a reverse takeover under the AIM Rules for Companies and will therefore be conditional on, amongst other things, the approval of Niche's shareholders and the re-admission of its share capital to AIM ("Admission"). In addition, the completion of the Acquisitions would be conditional upon the Company raising sufficient funds through a placing of new ordinary shares (the "Placing") to meet working capital requirements.

Donal Boylan, Executive Director, commented:

"Today's agreements position Niche a substantial step closer towards its goal of transforming from an investing company into a fully operational oil and gas exploration and production company with ownership of a number of attractive petroleum licence blocks onshore Turkey.

The Board recognises that the period of suspension, whilst this complex transaction is concluded, has deprived shareholders of their ability to trade in Company's shares. However, we believe that the Acquisitions, if concluded, will deliver considerable value."

Enquiries:

The Niche Group plc

Donal Boylan

Tel: + 353 (87) 2769655

Deloitte LLP - Nominated Adviser

Jon Hinton or Oliver Rigby

Tel: +44 (0)20 7007 1815

M: Communications

Ben Simons

Tel: + 44 (0) 20 7920 2340

This information is provided by RNS

The company news service from the London Stock Exchange

END

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