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The market yesterday tried to get to grips with the release of the backlog of EIA inventory stats, I will assess it in more detail tomorrow as I’m back to London today to meet with a couple of favourite companies.
The refiners with a still big demand from product markets were flat out, given the there was still plenty of crude from the SPR it was a heaven sent opportunity to fill the product pipeline ahead of the Independence Day weekend.
The Opec+ Ministerial meeting starts later today, I don’t expect anything but continuing with the new policy of releasing c. 640/- b/d more but equally don’t think they will get anywhere near this amount.
Scirocco has announced that the Company received the requisite majority approval from shareholders at the General Meeting held today in respect of the proposed divestment of its interest in the Ruvuma Asset to Wentworth Resources.
As a result, the two parties will seek to obtain the requisite final government and partner approvals to complete the transaction and Scirocco will provide updates on progress towards completion.
The results of the shareholder vote shown in the table below have been confirmed by a poll of votes cast carried out by the Company’s independent registrar present at the meeting.
Commenting on the result of the vote, Alastair Ferguson, Scirocco’s Chairman said:
“We are pleased that this transaction has been approved by the Company’s shareholders. Completion of this deal will enable the Company to accelerate its stated growth strategy within the energy transition sector by reinvesting the firm and contingent proceeds of the transaction into the compelling opportunity pipeline that we have been developing in parallel with this sales process. Critically, approval of the deal avoids the material dilutionary impact that would have been associated with the need to fund the impending work programme on the project.
We fully acknowledge that not all shareholders view this deal through the same lens as the Board and the significant majority of those shareholders who voted. We intend to engage over the coming months with all our shareholders to reemphasise the significant benefits this transaction brings in transforming Scirocco’s outlook and enabling us to progress down its chosen strategic path with confidence and certainty.”
The key point is that this was the best deal available and the most value accretive/least dilutive option for the Company – and this view has been supported by 2/3 of the votes cast. The Board is obviously aware that the deal was not supported by all shareholders, and some LTHs had other views about what the asset might be worth and the risks to realise the potential of the asset (and having been invested for so long wanted to see it through to the end come what may).
But the Board has always made it clear that its strategic vision is clear and based around the opportunities within renewable energy and circular economy sectors, and the intention to build long-term value around cash generative assets within these sectors.
The Board have also said that it would like to engage with all the shareholders to outline its growth strategy, which can now be accelerated with the proceeds of this deal.(when it completes)
Expect Scirocco to focus on building long-term value without the cloud of uncertainty that has been hanging over the company for last 2 years as a result of the funding overhang and challenges of being a small company with exposure to an interesting but challenging development project.
Angus has announced its interim accounts for the six months ended 31 March 2022 as set out below.
On 24 May 2022, the Company executed a share purchase agreement to acquire the entire issued share capital of the Company’s current joint venture partner in the Saltfleetby Project (the “Project”), Saltfleetby Energy Limited, which owns a 49% working interest in the Project thereby giving Angus Energy a 100% interest in the Project.
With all equipment necessary to export gas now on site, the process has been handed over to commissioning specialists. With the leak testing complete, commissioning is expected to take between one and two weeks with a target date for first gas export (ie sales) between the 7th and 12th July.
Angus looks forward to providing updates via Twitter, Linked-In and RNS Reach on detailed progress through the remainder of the commissioning sequence.
The Company continues to progress its ambitions of becoming a low-cost UK producer of baseload geothermal power. The Company previously completed a desk top based study which identified an area with the highest heat flow in SW England. In July 2021 the company acquired radiometric data over the area of interest. Austinbridgeporth Limited, in conjunction with Imperial College successfully carried out a land gravity and radiometrics survey over a 35km2 area of interest. The gravity data was recorded at 200m intervals along the survey lines with spacing of 250m and a total of circa 700 stations were acquired. The newly acquired data has an increased coverage of data points compared to available data and therefore a more accurate representation of the subsurface. On the back of these results the company has entered discussions with five landowners progressed to negotiating draft heads of terms to enter into land leases.
The application to the Environment Agency for permission to re-inject formation water to maintain pressure in that reservoir to gain maximum hydrocarbon recovery was issued on 02 March 2022. Subsequently the Company has recommenced oil production and water reinjection in the Portland reservoir. Current average rates of production from the BRX2-Y well are 50 barrels of oil per day (net 40 bopd to Angus) with an approximately equal amount of formation water produced and reinjected daily into BRX3.
Plans for a reperforation of the BRX4-Z well in the Portland reservoir, which would also involve abandonment of the Kimmeridge layer in that well, for which planning permission was recently obtained, are being discussed with our other regulators.
Despite the West Sussex County Council Planning Officer’s decision to recommend approval of the Company’s application for a one year extended well test at the Company’s oilfield site at Balcombe the West Sussex County Council’s Planning Committee has rejected the Company’s planning application for an Extended Well Test. Angus strongly disagrees with their opinion and an application to appeal was submitted in October 2021. Amongst other things, the appeal references the local and national planning policies referred to by the Planning Committee and why both Angus and the Planning Officer believe the development is acceptable when it is considered against the development plan and any relevant material considerations. In summary the principle of the development has been previously accepted, the site selection represents the best environmental option and is safeguarded, energy Policy states that the domestic oil and gas industry has a critical role in maintaining the country’s energy security and is a major contributor to our economy and minerals are given great weight with the extraction of hydrocarbons seen as central to the UK energy policy in the immediate and long-term future. In light of the above and the current energy crisis we find ourselves in, the Angus management team are confident that the appeal will be overturned.
The Company completed the reprocessing and reinterpreting of the Lidsey seismic data. One of the conclusions of the work is that previous seismic mapping both underestimated the aerial extent of the reservoir and most importantly its shape. The Company therefore acquired a new line of seismic data and reprocess the existing seismic lines.
The Company’s seismic reinterpretation of the Lidsey field was completed and, has been subject to rigorous third party verification. The new mapping shows there to be a significant structure not dissimilar in area to the original structure considered by the previous Competent Person’s Report, which continues to support a commercially significant estimate of oil in place. However, the interpretation does allow Angus to narrow its field of focus in target selection and explore low-cost options for remediation of the field’s productivity centre around the reuse, workover or side-tracking of the existing wells and these will be considered with our partners in the next stage of the work.
The Group recorded a loss of £31.750m for the period, which included an unrealized loss of £30.459m in relation to the derivative instrument, resulting in an adjusted loss of £1.291m (2020: £1.479m). As per note 3(e) in the Audited Annual Accounts to 30 September 2021, the Group uses derivative financial instrument, to hedge its commodity price risk, such as commodity swap contracts. The Group has elected not to apply the hedge accounting on this derivative. Derivative financial instruments are recognized at fair value on the date on which the contract is entered into and subsequently measured at fair value. Derivatives are carried as financial assets when the fair value is greater than its initial measurement and financial liabilities when fair value is negative. Any gains or losses arising from the changes in fair value of the derivatives are recognised in the statement of profit and loss and other comprehensive income, as recorded in this period and further detailed in note 11 below.
On 20 October 2021, and further to the RNS of 20 April 2020, detailing the terms of a £1.4m Convertible Loan Note repayable on 17 April 2022, the Company announced that the holder, Knowe Properties Limited, had agreed to extend the final mandatory repayment date by a further 12 months until 17 April 2023.
The Note, which was otherwise convertible at 1p per ordinary share from 17 February 2022, will now only be convertible at the earliest of 17 July 2022. Additionally, the Company retains the right to repay the Note at any time with the additional grant of warrants at 1.3p per share as detailed in the RNS of 20 April 2020. All other terms of the Note remain the same. In consideration for this extension the Company issued to the Noteholder 11,200,000 ordinary shares (the “Shares”) in the Company for nil consideration.
On 3 December 2021, the Company raised gross proceeds of £750,000 through the placing of 115,384,611 Ordinary Shares to certain institutional and other investors at a price of 0.65 pence per share.
On 6 January 2022, the Company announced that it was undertaking a review of the strategic options. These options include, but were not limited to, a sale of the Company which will be conducted under the framework of a “formal sale process” in accordance with the Takeover Code
On 4 February 2022, the Company raised gross proceeds of £1,400,000 through the placing of 175,000,000 Ordinary Shares to certain institutional and other investors at a price of 0.8 pence per share.
On 9 March 2022, and further to the announcement of 9 June 2021, the Company announced that it had reached a settlement agreement with a financial services provider (not being the Company’s broker or Nomad) with whom it has been in dispute relating to the Saltfleetby Loan Facility. As part of this settlement agreement the Company issued 39,200,000 ordinary shares.
On 8 April 2022, the Company announced that whilst it will continue its strategic review at the asset level only, it has ended the “formal sale process” of the Company which it had commenced previously in accordance with Rules 2.4 and 2.6 of the Takeover Code. Accordingly, the Company is no longer in an offer period as defined by the Takeover Code.
On 11 April 2022, the Company raised gross proceeds of £675,000 through the placing of 61,363,634 Ordinary Shares to certain institutional and other investors at a price of 1.1 pence per share.
On 24 May 2022, the Company announce that it has executed a share purchase agreement to acquire the entire issued share capital of the Company’s current joint venture partner in the Saltfleetby Project, Saltfleetby Energy Limited, which owns a 49% working interest in the Project thereby giving Angus Energy a 100% interest in the Project. To fund the Acquisition and other working capital requirements, the Company had concurrently arranged a direct subscription with affiliates of Aleph International Holdings (UK) Limited pursuant to which Aleph has subscribed for a total of 546,000,000 Ordinary Shares in the Company at a price of 1.0989011 pence, being £6,000,000 (Direct Subscription) split into an initial unconditional tranche of £3,000,000 and a second tranche of £3,000,000 conditional on Shareholder approval.
Summary of the Acquisition
The Company has executed a share purchase agreement to acquire the entire issued share capital of the Target from Forum Energy Services Limited. The total effective consideration payable pursuant to the SPA is the sum of £15,452,000, which comprises:
· £250,000 to be paid in cash at Completion;
· the issue of 91 million Ordinary Shares at 1.0989011 pence per share at Completion;
· the issue and allotment of the 546,000,000 Ordinary Shares at a price of 1.2 pence per Ordinary Share at Completion; and
· up to £6,250,000 in deferred consideration to be paid in instalments from net cash payments to Angus Energy from the Project through to 31 March 2025 (and subject to an upward or downward net cash adjustment) as and when those payments would have been available to SEL under the Company’s Senior Debt Facility of May 2021.
Following completion of the Acquisition, the Group now owns a 100% working interest in, and will continue to be the operator of, the Saltfleetby Licence.
As at 31 March 2022, Angus Energy recognised 100% of the liabilities of the Debt Facility and Derivative Liability relating to the Saltfleetby Field, thereby reporting liabilities of £12 million owed under the Debt Facility and a Derivative Liability of £85.493 million. Angus Energy recognised a debtor of £6.372 million and £41.892 million in respect of these last two amounts, thereby accounting for SEL’s 49% interest. Following completion of the Acquisition, Angus Energy will recognise 100% of the Project revenues, costs and liabilities with no farmee interest represented.
As at 31 March 2022 the Group had cash of £1,441,340.
With the Saltfleetby project shortly to be flowing gas, we look forward to steady production before the drilling on the SF7 Sidetrack. As we continue to work hard to achieve this, we remain focused on delivering value from all the assets in our portfolio, which includes our Geothermal project. Together with our funding partners we are well placed to take the Company forward and achieve our objectives.
Lord Clanwilliam Non-Executive Chairman
Nothing much to add to the detailed financials out today, it’s all about Saltfleetby and imminent first gas which is most important.
Victoria Oil & Gas
Victoria Oil & Gas has provided the following update in relation to its Annual Report and Accounts and trading position.
Annual Report and Accounts
VOG announces that its Annual Report and Accounts to 31 December 2021 will not be published in advance of the Annual General Meeting (“AGM”) being held today at 11.00 a.m. given the financial uncertainty that the Company is in as a result of the Partial Final Award to RSM Production Corporation (“RSM”) by the ICC, as announced on 4 April 2022. This resulted in the temporary suspension of the Company’s shares. The Company continues its discussions with RSM with a view to agreeing a post award settlement that would enable resolution of the financial uncertainty facing the Company, the audit to be finalised, the Annual Report posted to shareholders and the suspension of shares to be lifted. Included in these ongoing discussions is the proposed procedure for resolution of costs and attorney’s fees.
Gaz du Cameroun S.A.’s (“GDC”) operation in Douala, Cameroon has continued to deliver natural gas to over 30 industrial customers, supplying gas safely and continuously throughout 2021 and the year to date.
Unaudited attributable revenue for calendar year 2021 was US$14.5 million (2020: U$13.2 million) representing an increase of 10% year on year. Unaudited revenue to 31 May 2022 was US$6.3million (2021 for the same period: US$6.2 million).
Cash and Cash Equivalents
Unaudited cash and cash equivalents at 31 December 2021 was US$2.1 million (31 December 2020: U$1.8 million). Cash as at 1 June 2022 was US$0.98 million (1 June 2021: US$2.5 million). Unaudited net debt as at 31 December 2021 was US$15.9 million (31 December 2020: US$12.8 million).
Q2 2022 Operational Update will be released to the market in due course.
With the fall-out from the RSM deal still under discussion it is inevitable that this is the situation, until some sort of deal is trashed out VOG remains in limbo.
Orcadian has announced its intention to raise gross proceeds of approximately £1 million by means of a placing of new Ordinary Shares to certain institutional and other investors at a price of 35 pence per share.
The Placing Price represents a discount of approximately 10.3 per cent. to the Closing Price of 39 pence per Ordinary Share on 29 June 2022, being the latest practicable business day prior to the publication of this Announcement.
The Placing is to be conducted by way of an accelerated bookbuild process which will commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix II to this Announcement.
· Placing to raise approximately £1m (before expenses) through the issue of approximately 2,858,000 Placing Shares at the Placing Price.
· Placing to be conducted via an accelerated bookbuild process launching today.
· The Placing Shares, assuming full take-up of the Placing, will represent approximately 4.2 per cent. of the Enlarged Issued Share Capital.
· The net proceeds of the Placing will be applied to deliver the Company’s work programme as further detailed below, and for working capital purposes.
The Company intends to issue approximately 2,858,000 Placing Shares, to raise gross proceeds of approximately £1m, to participants in the Placing. The Placing Shares are expected to be admitted to trading on AIM on or around 6 July 2022.
W H Ireland Limited and Shore Capital are acting as joint bookrunners in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild, which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix II to this Announcement.
Reasons for the Placing and Use of Proceeds
The Company is undertaking the Placing to progress its corporate and operational strategy and the net proceeds will therefore be applied towards:
· On its Pilot Licence by funding progress towards the Field Development Plan;
· Licence Fees; and
· For general working capital purposes.
Admission to trading
Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. It is expected that admission will become effective and dealings in the Placing Shares commence at 8.00 a.m. on or around 6 July 2022.
The Placing is not being underwritten and the Placing is not conditional on a minimum amount being raised.
Orcadian are raising a modest £1m at 35p, a 10.3% discount just under a year since it came to the market at 40p. Since then much has happened and the company looks to be in a strong position, very much what you might expect for the high quality, experienced management team that it is.
Clearly this is just to tide them over so to speak as they move towards the FDP on Pilot where a farm-out process is underway. The nature of any deal that they do will depend on the size of the next funding requirement for what is a low carbon development of the Pilot oilfield.
On 25 May 2022, the boards of directors of Tenaz and SDX announced that they had reached agreement on the terms of a recommended share-for-share combination between Tenaz and SDX whereby each Scheme Shareholder will be entitled to receive 0.075 New Tenaz Shares for each 1 SDX Share. The Combination is to be implemented by means of a court-sanctioned scheme of arrangement between SDX and the Scheme Shareholders under Part 26 of the Companies Act 2006, with the entire issued and to be issued ordinary share capital of SDX being acquired by Tenaz.
Tenaz is today pleased to announce the introduction of a Cash Alternative that is to be made available under the terms of the Combination, through which SDX Shareholders can elect to receive cash instead of some or all of the New Tenaz Shares to which they would otherwise be entitled under the Combination.
Unless otherwise defined or unless context so requires, capitalised terms used but not defined in this announcement have the meanings given to them in the Announcement.
2. The Cash Alternative
SDX Shareholders may elect to receive cash instead of some or all of the New Tenaz Shares to which they would otherwise be entitled to under the Combination.
Any SDX Shareholder who validly elects to only receive cash for all of their SDX Shares will receive 11 pence in cash for each SDX Share for which a valid election has been made and no New Tenaz Shares. However, SDX Shareholders may also elect to receive New Tenaz Shares in lieu of part or all of the cash consideration which they would otherwise be entitled to receive pursuant to the Cash Alternative using the following exchange ratio:
for each SDX Share 0.075 New Tenaz Shares
The following table shows, for illustrative purposes only, and on the bases and assumptions set out in the notes below, the financial effects of the Combination on capital value for a holder of 1,000 SDX Shares if the Scheme becomes Effective. The table shows the financial effects for both a holder who receives New Tenaz Shares in accordance with the Exchange Ratio, and a holder who makes an election for the Cash Alternative (i.e. is entitled to receive 11 pence in cash for each SDX Share held)
Column (A) compares the market value of SDX Shares on 24 May 2022 (being the last Business Day prior to the commencement of the Offer Period) with the market value of Tenaz Shares as at the same date. Column (B) compares the market value of SDX Shares on the last practicable date prior to the date of this announcement with the market value of Tenaz Shares as at the same date.
So, shareholders in SDX at least don’t have to take the Tenaz paper and they can now take cash or a mixture of cash and paper. It may look like the devil or deep blue sea option but given how much SDX has been offered around in recent months shareholders should take the money and run.
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