TIDMCEB
RNS Number : 3074P
CEB Resources PLC
05 June 2015
5 June 2015
CEB Resources plc
("CEB" or "the Company")
Issue of Equity, Assignment Agreement, Appointment of Director,
Agreement with Northcote Energy Ltd and Lifting of Suspension
CEB Resources plc, the AIM listed resource investment company,
is pleased to announce that it has raised GBP1.5 million by way of
a placing at 0.4p per share. In addition, it has entered into an
agreement with Corsair Petroleum (Singapore) Pte Ltd ("Corsair")
whereby Corsair has agreed to assign a participating interest in a
vehicle which intends to consider and if applicable, apply for two
oil and gas concessions in Indonesia. Additionally, Mr David
Whitby, one of the partners in Corsair, has been appointed to the
board of the Company (the "Board") as Chief Executive Officer.
The Placing
The Company has completed a placing of 375,000,000 ordinary
shares in the Company (the "Placing Shares") at a price of 0.4p per
share, conducted by Cornhill Capital. The gross proceeds of the
Placing are GBP1.5 million, which will be used to provide
additional working capital, to implement the Company's investing
policy and, if the application is made and is successful, to
acquire the oil and gas concessions.
Assignment Agreement
Under the agreement with Corsair ("Assignment Agreement"),
Corsair has agreed to assign to CEB an interest in a contract it
has with PT Wangsa Energi Prakarsa ("Wangsa") to consider and if
applicable, apply for two oil and gas concessions in Indonesia.
Under the agreement, if either or both applications are made and
successful, CEB has agreed to fund 100% of the agreed due
diligence, acquisition and development costs in return for 90% of
all distributions to participating interests from the projects
until the total distributions paid to it and Corsair are equal to
the Investment and the Company has received a 9% internal rate of
return on the Investment. Thereafter, CEB would be entitled to a
70% participating interest in the assets. Corsair is entitled to
10% of all distributions until full payout when it would revert to
a 5% participating interest.
Pursuant to the Assignment Agreement, CEB has agreed to issue
31,250,000 ordinary shares in CEB ("Consideration Shares") to
Corsair and to grant it options over 34,344,865 ordinary shares in
CEB, exercisable at 0.4p per share until the third anniversary of
the Assignment Agreement ("Options"). In the event that Corsair is
successful in the acquisition of at least one concession, it will
issue up to 93,750,000 ordinary shares in CEB and up to 103,034,596
Options in three equal instalments on the following events
occurring:
-- the acquisition of one concession;
-- the acquisition of a second concession;
-- gross production from projects in which CEB has an economic interest exceeding 400 boepd.
Corsair is a private company incorporated in Singapore and it is
beneficially owned by Simon Gorringe, Chris Newport, Ross Warner
and David Whitby in equal proportions. It has experience of
evaluating, acquiring and developing oil and gas assets in
Indonesia where it has a small and experienced team of oil and gas
professionals.
Should the Company be successful in its application for a
concession, the transaction will represent a fundamental change in
its business and thus be treated as a reverse under Rule 14 of the
AIM Rules. It will therefore publish an admission document at the
time and seek shareholder consent to the change in business from an
investing company to an oil and gas company.
There is no guarantee that any application will be made for a
concession and, if made, that it will be successful. As noted
above, the acquisition of a concession would be treated as a
reverse subject to shareholder approval and it is likely that, in
order to develop a concession, the Company will need to raise
further funds at that time, which may dilute the interests of
shareholders.
Following completion of the Placing, the company will have net
assets of approximately US$2.7 million (GBP1.8 million), comprising
cash balances of US$2.5 million (GBP1.7 million) and a 20% interest
in the Peelwood project, which is a copper-nickel play in NSW,
Australia, which has a carrying value of US$180,000 (GBP117,000).
The Company continues to evaluate the level of its investment in
the Peelwood project in light of current market conditions.
Appointment of David Whitby
David Whitby is a highly experienced oil and gas professional
with a proven track record of success, particularly in Indonesia.
He has an in-depth understanding of the region's corporate
practices having had leadership roles in major onshore gas
developments in Indonesia which now produce a cumulative 1.5 Bcf/d
to domestic and foreign customers.
As well as Indonesia, Mr Whitby has experience in developing
early stage oil and gas businesses into significant companies
including as CEO of Nido Petroleum Ltd.
Mr Whitby began his career with Husky Oil in Canada as a field
engineer in their Lloydminster heavy oil operations progressing to
the Reservoir Engineering manager in head office in Calgary. In
1990, he joined Asamara (Gulf Canada) in Indonesia to develop its
gas discovery in South Sumatra. In 1994, Dave re-joined Husky in
Canada as the VP of Heavy Oil and it returned to profitability.
Upon successful completion of that project, Mr Whitby returned to
Indonesia as VP - Gas Development to lead a project delivering gas
to Singapore, West Java, Batam and to other industrial
consumers.
Agreement with Northcote Energy Ltd ("NCT")
CEB and NCT have agreed that NCT will be entitled to participate
in any of CEB's investments in Indonesia for a term of 5 years from
the date of the Agreement. NCT's participation would be up to 12.5%
of CEB's participation in return for which NCT would pay its
proportional share of all costs.
NCT has subscribed for 50,000,000 ordinary shares in CEB
pursuant to the Placing, as a result of which its holding will be
6.6% on completion of the Placing and the Assignment Agreement.
Application will be made to the London Stock Exchange for the
admission of the Placing Shares and the Consideration Shares
(together, "New Ordinary Shares") to trading on AIM ("Admission")
and it is expected that Admission will occur and that trading in
the New Ordinary Shares will commence at 8.00 am on 11 June 2015.
The New Ordinary Shares will rank pari passu in all respects with
the Company's existing issued ordinary shares.
Following Admission of the New Ordinary Shares the Company will
have an enlarged issued share capital of 718,147,303 ordinary
shares.
Lifting of suspension of trading in the Company's ordinary
shares
The suspension of trading in the Company's ordinary shares will
be lifted with effect from 07.30am on 11 June 2015, the date of
admission of the New Ordinary Shares.
Fundamental changes of business
The Company announced on 1 April 2015 that it had sold its
remaining shares in Balamara Resources Limited. It has come to the
Company's attention that on disposing of this investment that under
the AIM Rules it is deemed to have disposed of substantially all of
its investments. The Company therefore has 12 months from the date
at which it disposed of this investment to implement its investing
policy, which is available to view on the Company's website.
Disclosures under Schedule 2 of the AIM Rules:
The following information is required to be disclosed under
Schedule 2, paragraph (g) of the AIM Rules.
Mr David Robert Whitby, aged 59, holds or has held the following
directorships and/or partnerships in the previous five years:
Present Directorships/Partnerships Previous Directorships
Gas Strategies PTE Ltd Nido Petroleum Limited
Just Developments Northsea Xstate Resources Limited
Holding B.V.
Through his beneficial interest in Corsair Mr Whitby will own
7,812,500 ordinary shares in CEB (1.09% of the enlarged issued
share capital).
There are no other matters which are required to be announced
with regard to the appointment of Mr Whitby under paragraph (g) of
Schedule 2 of the AIM Rules.
Commenting on the announcement Chairman of CEB, Cameron Pearce,
said, "We are delighted with the support we have received from
existing and new investors in the Placing, which will greatly
increase our financial reserves. If Corsair is successful in its
application for one or more concessions, we would have the
opportunity to participate in a highly prospective oil and gas
region in Indonesia. I am also delighted to welcome David to the
team - he has an exceptional pedigree in Indonesia."
For further information:
CEB Resources plc
Cameron Pearce / Jeremy King 01624 681 1250
Sanlam Securities UK Limited (Nomad and Joint Broker)
Lindsay Mair / Andrew Wagstaff 020 7628 2200
Peterhouse Corporate Finance Limited (Joint Broker)
Lucy Williams / Charles Goodfellow 020 7469 0930
Cornhill Capital Limited (Joint Broker)
Nick Bealer 020 7710 9611
This information is provided by RNS
The company news service from the London Stock Exchange
END
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