San Leon Energy PLC Proposed transactions & AIM suspension (9941C)
24 June 2021 - 7:12PM
UK Regulatory
TIDMSLE
RNS Number : 9941C
San Leon Energy PLC
24 June 2021
Prior to publication, the information contained within this
announcement was deemed by the Company to constitute inside
information for the purposes of Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310. With the publication of
this announcement, this information is now considered to be in the
public domain.
24 June 2021
San Leon Energy plc
("San Leon" or the "Company")
Statement re proposed transactions and suspension of trading on
AIM
San Leon, the independent oil and gas production, development
and exploration company focused on Nigeria, notes the recent price
movement of its shares and press comment in Nigeria regarding the
possibility of Midwestern Oil and Gas Company Limited
("Midwestern") reversing into the Company.
San Leon confirms that the Company is in preliminary discussions
with Midwestern about acquiring Midwestern's indirect interest in
the OML 18 oil and gas block located onshore in Nigeria ("OML 18").
At this stage heads of terms for such a transaction have not been
agreed. Any transaction would involve San Leon acquiring the
outstanding shares not already owned by San Leon in relation to
Midwestern Leon Petroleum Limited ("MLPL"). San Leon is not
contemplating acquiring Midwestern.
In addition, and connected to any acquisition of MLPL, the
Company is considering making further debt and equity investments
in Energy Link Infrastructure (Malta) Limited ("ELI") in addition
to the conditional investment in ELI announced this morning.
The acquisition by San Leon of the outstanding shares in MLPL
not already owned by San Leon would constitute a reverse takeover
under rule 14 of the AIM Rules for Companies (the "AIM Rules").
MLPL is part of the structure through which San Leon holds its
current 10.58% indirect economic interest in OML 18. San Leon
currently has a 40% equity interest in MLPL. MLPL has a 100% equity
investment in Martwestern Energy Limited ("Martwestern"), which in
turn has a 98% economic interest in Eroton Exploration and
Production Company Limited ("Eroton"), which holds a 27% working
interest in OML 18 and is its operator.
San Leon and Midwestern are in discussions for the Company to
acquire the remaining 60% equity interest in MLPL from Midwestern.
The consideration for this, and other matters, would be satisfied
by the issuance of a substantial number of new ordinary shares in
San Leon to Midwestern, such that Midwestern would become the
majority shareholder of San Leon.
MLPL's most recent unaudited accounts for the year to 31
December 2020 state that the company made a loss before tax of
approximately US$93.8 million and showed total assets of US$408.5
million.
The proposed transactions described above are at an early stage
and will therefore be subject to a number of factors, including,
inter alia, the completion of due diligence, negotiation of
transaction documentation, regulatory approvals, a "whitewash"
under the Irish Takeover Code and shareholder approval. As such,
there is no certainty that these t ransactions will proceed nor any
certainty regarding the terms on which they would proceed.
Midwestern currently holds more than 10% of the Company's
ordinary shares. Accordingly, Midwestern is classified as a related
party under the AIM Rules and the transactions above in which
Midwestern has an interest will therefore be treated as
transactions with a related party pursuant to rule 13 of the AIM
Rules.
Suspension of trading
As the acquisition by San Leon of the outstanding shares in MLPL
not already owned by San Leon would constitute a reverse takeover
under rule 14 of the AIM Rules, this will be subject, inter alia,
to the approval of San Leon's shareholders. As such, a further
announcement including, inter alia, full details of the
transactions described above will be issued at the appropriate time
once binding contracts are entered into and an AIM admission
document is published and sent to San Leon's shareholders with a
notice of general meeting.
In accordance with rule 14 of the AIM Rules, the Company's
ordinary shares have been suspended from trading on AIM with effect
from 9:45am today. The Company's ordinary shares will remain
suspended until such time as either an AIM admission document is
published or an announcement is released confirming that the
reverse takeover in contemplation is not proceeding.
The Company will release further announcements as and when
appropriate.
Enquiries:
San Leon Energy plc +353 1291 6292
Oisin Fanning, Chief Executive
Allenby Capital Limited
(Nominated adviser and joint broker to the Company) +44 20 3328 5656
Nick Naylor
Alex Brearley
Panmure Gordon & Co
(Joint broker to the Company) +44 20 7886 2500
Nick Lovering
Brandon Hill Capital Limited
(Joint broker to the Company) +44 20 3463 5000
Oliver Stansfield
Jonathan Evans
Tavistock
(Financial Public Relations) +44 20 7920 3150
Nick Elwes
Simon Hudson
Plunkett Public Relations +353 1 230 3781
Sharon Plunkett
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END
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