Solo (SOLO), is pleased to announce that its wholly owned subsidiary, Scirocco (Netherlands) Energy B.V., has entered into a binding sale and purchase agreement (SPA) with ONE-Dyas B.V. (ONE-Dyas) to acquire a package of non-operated interests in natural gas fields from ONE-Dyas in the Dutch sector of the North Sea (the Proposed Transaction).
The consideration for the Proposed Transaction comprises an upfront payment of €30.1 million (the Upfront Consideration), plus a future deferred payment of €2.0 million upon first production from future development of the hydrocarbons currently designated as 2C resources contained within one of the fields to be acquired. Solo anticipates the Proposed Transaction will be funded through a combination of a new debt facility with Mercuria Energy Group Ltd (Mercuria), new equity and existing resources.
The Proposed Transaction is classified as a reverse takeover transaction pursuant to the AIM Rules and accordingly the Company's shares will be temporarily suspended from trading on AIM as of 07:30 a.m. today. Completion of the Proposed Transaction is therefore subject to approval by Solo's shareholders at a general meeting to be convened in due course (General Meeting) and the raising of below mentioned equity & debt and regulatory, government and partner consents. In order to convene the General Meeting, the Company is required to publish an AIM Admission Document which details, inter alia, the Proposed Transaction. It is intended that the Admission Document will be published by mid Q4 2019.
To underpin this transformational transaction for the Company and reflect on its ongoing strategic evolution towards a European gas, infrastructure and energy player focused on delivering investor returns in the transitional energy economy, Tom Reynolds, an existing Non-Executive Director, will step into the role of Chief Executive Officer (with immediate effect). Aligned to this change, the Company also proposes, subject to shareholder approval being obtained at the General Meeting, to change its name to Scirocco Energy plc (Scirocco Energy) and to undertake a share capital re-organisation.
· Diversified portfolio of high quality, high margin producing assets
o Three core areas with 14 gas fields, producing c.99% gas / 1% condensate
o High quality operators in ONE-Dyas, Neptune Energy Limited ("Neptune") and TOTAL S.A. ("TOTAL") within a stable fiscal and regulatory environment
o Mid-life assets, with relatively low abandonment expenditure
o ONE-Dyas retaining an interest in certain of the assets and remaining as operator, demonstrating commitment to, and quality of, the assets
o Self-funding balance sheet going forward with follow on development potential funded by re-investment of free cash flow
· Increased reserves and stable, growing production
Solo's pro-forma net 2P reserves at 1 January 2019 are expected to increase by 3.6mmboe Associated net 2P NPV10 of c.€40 million (pre-tax)
o Net average production in H1 2019 from the ONE-Dyas Assets was approximately 1,750boepd expected to increase to approximately 2,125boepd in 2020
· Significant development upside within each core area
o Incremental 2C resources of 7.5mmboe at 1 January 2019
- Associated net 2P + 2C NPV10 of c.€99 million (pre-tax)
o Near field resources and proximity to existing infrastructure
o Well defined work programme to convert 2C to producing 2P reserves
o Potential for production increase to over 3,300boepd by 2022
· Funding of acquisition through a combination of debt and equity
o Binding commitment for a debt facility of €18 million from Mercuria Energy Group Ltd ("Mercuria") to fund part of the Upfront Consideration
o Company intends to raise approximately £20 million in equity ("the Placing") to fund the balance of the Upfront Consideration, posting of decommissioning security and for working capital purposes
o Peel Hunt LLP ("Peel Hunt") appointed as bookrunner to the Company, alongside Canaccord Genuity Limited, in connection with the Placing
o Company intends to launch a simultaneous open offer with publication of the Admission Document to allow existing shareholders the opportunity to invest on the same terms as new institutional investors
· Creating a self-funding platform with clear path to increased scale and value
o The acquired assets immediately deliver cash flow for re-investment
o Development programme targeting 2C contingent resources is self-funded from free cash flow
o Provides optionality to extract maximum value from wider portfolio in Tanzania
o Basis for future organic and inorganic growth
· Continued corporate evolution
o Strengthened executive management team with appointment of experienced CEO, CFO and COO, with Alastair Ferguson transitioning to Non-Executive Chairman
o The broader executive team has the required experience in North Sea M&A, public markets and gas value chain
o Proposed name change to Scirocco Energy plc to reflect transformational nature of transaction
Alastair Ferguson, Non-Executive Chairman, commented:
"We are delighted to have agreed this truly transformative transaction with ONE-Dyas to acquire working interest positions in a package of mid-life gas field assets. This SPA is the culmination of 12 months of hard work by the Board in re-determining the Company's strategy. Our priority has been on ensuring the first deal we bring to shareholders is value accretive and reflects the ambition of the Board to build a new mid-cap company backed by high quality assets and stable cash flow. This is a major step towards the Board's strategic goal of evolving into a European gas, infrastructure and energy player focused on delivering investor returns in the transitional energy economy."
Tom Reynolds, CEO, added:
"I am delighted to step up to the role of CEO at this pivotal juncture in the Company's development and look forward to driving the growth agenda, building on this significant transaction. The acquisition transforms Solo into a leading independent producer in the Netherlands and secures a portfolio of cash-generative, producing assets that sets us on a path to sustainable growth. We are excited by the low-risk development opportunities within the portfolio and we look forward to pursuing the work programme to prove up the development potential which offers a clear route to growing net production volumes. The acquisition of this asset portfolio provides an enviable platform for growth in line with our stated strategy and in support of our longer term ambitions of producing 20,000 boepd in the next five years."