Niche Group (The) PLC Transaction Update (5036K)
22 August 2012 - 4:00PM
UK Regulatory
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
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