Angus Energy Announces 20M Financing Facility Drawn Down

Source: www.gulfoilandgas.com 2/22/2024, Location: Europe

20 million Financing Facility drawn down
4.5 million Senior Debt facility repaid 6m Bridge facility repaid
Funds secured for investment in Saltfleetby Field to expand production
Planned restoration of oil production from Brockham Field
Strengthening of Balance Sheet through the issue of equity in lieu of fees, interest and royalties
Angus will pursue a growth strategy to acquire additional production

On 20 December 2023, Angus Energy plc (AIM:ANGS) announced that terms had been agreed with a subsidiary of Trafigura Group PTE Ltd ("Trafigura ") for a refinancing of its existing debt. The Company is pleased to announce that it has today signed definitive loan documentation which allows it to draw down in full on the 20 million loan facility (the "Facility") with Trafigura. The existing senior debt of 4.56 million will be transferred to Trafigura and the proceeds of the Facility will be applied to repay the bridge facility of 6 million, and 1.75 million of Forum Energy's deferred consideration from the sale of Saltfleetby Energy Limited's 49% interest in the Saltfleetby Field to Angus in 2022. The balance of funds from the Facility will be used to pay legacy creditors and invest in wells and equipment to increase gas production from Saltfleetby and restart oil production from the Brockham Field in Southern England.

The key elements of the Facility are as follows:
- A 20m debt facility signed with Trafigura to refinance all existing debt and fund additional capex projects.
- Five-year amortising term with one year grace period for capital repayment and a cash sweep for accelerated repayment.
- Interest margin over 3-month term SONIA of 8% compared to 12% on the existing senior debt and 15% on the bridge facility, rising to 20% if this is not repaid. As a result, projected servicing costs for the new Facility over the coming 12 months will be no higher than if Angus stayed under the existing debt structure, despite the near doubling of the size of the loan.
- Existing senior debt of 4.56 million transferred to Trafigura on the new terms. All existing bridge debt and interest to be repaid amounting to 6.7 million in total. Fees on the 6 million bridge facility will be settled in shares. In addition, 1.75 million of the deferred consideration to Forum Energy for the acquisition of their 49% interest in the Saltfleetby Field in 2022 will be paid out, with the remaining balance of 2.88 million owing to Forum payable in instalments in cash or shares (at Forum's option) by June 2025.
- After repayment of existing debt and the expenses associated with the refinancing, the Company expects the remaining proceeds of the drawdown to be approximately 5.9 million, which will be utilised to stabilise the Company's creditor position and provide the short and medium-term capex needs to advance key programmes at Saltfleetby and Brockham Fields, including the preparations for the drilling of a new well or side track at Saltfleetby in 2025.
- Trafigura will act as offtaker of the sales gas produced at the Saltfleetby Field for a 5-year period on terms in line with Angus's existing offtake agreements.
- The existing hedge contract to be replaced with a gas offtake, with embedded price protection, at an average price, to be agreed, for the period to July 2025. For the duration of the loan, Angus will hedge a percentage of its production on a rolling basis.
- With the refinancing in place and the strengthened balance sheet, Angus is entering its growth phase to acquire additional production and develop storage opportunities.

Loan Facility
The principal terms of the Facility are unchanged from those of the term sheet summarised by the Company via RNS on 20 December 2023. They are for a 5-year loan, with a twelve-month grace period on principal repayment and then approximately even amortisation from March 2025, adjusted downwards for cash sweeps to lenders and carrying a margin of 8% over 3-month term SONIA. Cash sweeps are made after allowance for gross expenditures, principal repayments, interest and hedging costs. The new sweep mechanism is a significant improvement for Angus, compared to the current restrictive existing senior debt cash sweep, which does not permit the Company to recover capex, corporate G&A or non-Saltfleetby Field costs. Covenants are tested semi-annually whilst events of default, representations and undertakings are those which are customary of senior secured debt facilities. The existing security package encompassing first fixed and floating charges over all the Group's leases, licences and equipment has been novated to Trafigura as has the Gas Sales Agreement with Shell Trading Europe Limited.

In conjunction with the signing of the Facility, the Company and Trafigura have agreed an MOU regarding the potential for gas storage opportunities at Saltfleetby, the details of which are contained in a separate announcement released today.

Use of Proceeds
The Facility will be used, as detailed above, to pay down historic debt. After debt repayment and payment of associated interest costs, fees and expenses associated with the refinancing, there will be a remaining balance of approximately 5.9 million, which will directed towards the following activities:

- Payment of legacy capex creditors from the drilling of the Saltfleetby-7 well in 2022-23.
- A programme in Q2 2024 to restore oil production from the Brockham Field in Southern England, through a tubing-replacement workover and repairs to the downhole pump in the Brockham-1X well. In the event of success, it is planned to reperforate the Brockham-4X well, currently completed in the Kimmeridge zone, in the main Portland reservoir to increase production. Angus is also hoping for confirmation soon that it is permitted to conduct a long-term test of the Balcombe-2Z well.
- At Saltfleetby, invest in equipment to increase production and improve reliability. This includes the acquisition of a booster compressor which will be installed in Q4 2024 to allow wells to be produced to their abandonment pressure, thereby maximising recovery from the field; purchase of critical spares and a noise suppression system to be applied to the compressors on site; and
- As detailed in the Saltfleetby Field Competent Person's Report (CPR) published in October 2023, it is planned to drill a fourth production well or sidetrack in the field in 2025 to increase production and accelerate reservoir depletion. Funds from the Facility will be spent on the planning process for this new well and the purchase of essential long lead items.

Hedging Programme
Inter alia, the Facility requires a rolling gas price protection policy to be put in place which stipulates a minimum price protected amount equal to 45% of gas produced for the 12 months immediately ahead, and 33% for the following 6 months and 0% thereafter. The existing Mercuria hedges are being novated and restruck with Trafigura. The Company will strike 7.3 million therms of new hedges to price protect the Mercuria hedges crystallized in July 2023. The terms of future hedges will be in line with market rates for senior secured price protection at a discount of 3ppt (pence per therm) to the then prevailing ICIS Heren price.

Royalty Interest
As part of the senior debt facility secured in 2021 to redevelop the Saltfleetby Field, the Company acquired a commitment to pay royalties to the lenders from the three current producing wells on repayment of that part of the debt associated with the construction of field facilities. The royalty period will commence from 1 March 2024 for payments to Aleph entities of 5% and Mercuria of 3% of gross revenues of sales gas and condensate. The royalty will not be applied to any future wells that the Company drills. The entitlement to any gas revenues from new well stock will be entirely for the benefit of Angus shareholders as there is no additional royalty attached to the new Facility.

Until the original Mercuria hedges end in June 2025, gross revenues for the purpose of royalty calculations will be adjusted to take account of the original strike price of the hedges and the incremental costs of hedges which were crystallised at Mercuria's request in July 2023. As a result, the Company's requirement to pay royalties is lowered until June 2025. Beyond that date the royalties will not be adjusted by any future price protection which the Company may engage in with Trafigura or other counterparties.

It has been agreed with the royalty holders that until June 2025, the royalty will be settled in cash or through the issue of new ordinary shares in the Company (in the case of the Aleph entities, this is subject to shareholder approval), issued in April (in respect of March) and then quarterly at a 15% discount to the 30 Day Volume Weighted Average Price, at the election of the Company. On present production and gas price assumptions, this will equal approximately 300,000 per calendar quarter for each quarter until and including the quarter ending 30 June 2025, or 1.5 million in total over 18 months (the "Equity Royalty Payments"). Thereafter royalties will be paid in cash on net gas sales revenue, not taking account of any new hedges.

Forum Energy
Forum Energy Services Limited's ("Forum") original deferred consideration of 6.25 million which stood at 4.64 million prior to the transaction will now be reduced to 2.88 million following the payment of 1.75 million made from this Facility. Under the terms of the original sale and purchase agreement of Saltfleetby Energy Limited, Forum was entitled to acceleration of this residual receivable on a refinancing event.

Forum has however now agreed to restructure the payments with a new profile of 400,000 in June 2024 and 300,000 in each calendar quarter end thereafter until June 2025 when the balance of 1.59 million will become payable, together with interest on the balance, payable in shares, charged at 8% over SONIA. Subject to receiving shareholder approval, Forum can (in the event that the Company does not pay in cash) elect to receive payment either in cash or new ordinary shares issued at a 15% discount to the 30-Day Volume Weighted Average Price (together the 'Revised Forum Arrangements').

Forum has, whilst there are outstanding amounts owing, been granted the right to participate in future equity raises to maintain its percentage holding. Forum has retained a right to nominate a Board Director in limited circumstances.

Fees and Agreements with Trafigura and Aleph
An arrangement fee of 2.5% of the Facility is payable to Trafigura. Aleph Commodities Ltd ("ACL") will receive a fee for structuring and assistance in securing the Facility of 750,000 satisfied by the issue of 187,500,000 new ordinary shares at 0.40 pence per share. In addition, Aleph Finance Limited ("AFL"), the provider of the 6m Bridge Loan has agreed to accept all fees amounting to in aggregate 256,052 through the issue of 64,013,000 new ordinary shares at 0.40 pence per share. Accordingly, and subject to receiving shareholder approval, the Company will issue 251,513,000 new Ordinary Shares (the "Aleph Shares") to ACL and AFL.

Aleph, while it and its affiliates hold at least 10% of the Company's issued share capital, has been granted the right to participate in future equity raises in order to maintain its percentage holding.

Related Party Matters
ACL, AFL and its associates are or have been Substantial Shareholders in the past 12 months in the Company and accordingly ACL and its associates, which includes AFL, are related parties under the AIM Rules. Therefore, both the issue of the Aleph Shares relating to the conversion into equity of interest and fees under the 6m Bridge Facility, Equity Royalty Payments and fees associated with the new Facility payable to ACL (the "Transaction") are related party transactions under AIM Rule 13.

Accordingly, the Board, none of whose members are involved in the Transaction, having consulted with the Company's nominated adviser, Beaumont Cornish Limited, consider the terms of the Transaction to be fair and reasonable insofar as shareholders are concerned. In taking this view, the Board has carefully considered the overall net financial benefits to the Company of securing the Facility, near-term liabilities of the Company, alternative sourcing of funding to meet these liabilities and the terms agreed with ACL and AFL.

Similarly, Forum Energy Services, an entity controlled by Paul Forrest, a Non-Executive Director of the Company, has, subject to shareholder approval, also agreed to potentially be issued with new ordinary shares in satisfaction of part of the deferred consideration (the "Revised Forum Arrangements"). Therefore, this transaction is a related party transaction under AIM Rule 13. Accordingly, the Board, with the exception of Paul Forrest, having consulted with the Company's nominated adviser, Beaumont Cornish Limited, consider the terms of the Revised Forum Arrangements to be fair and reasonable insofar as shareholders are concerned.

Richard Herbert, CEO, comments: " In December we announced our intention to refinance Angus's debt to relieve the Company's unsustainable debt structure and provide the capital required for ongoing investment in the Saltfleetby Field and other assets. We are very pleased to have closed the new facility with Trafigura and now have a new level of financial stability which allows us to plan for the future and to maximise the value of our assets for the benefit of all our shareholders. With current high oil prices, we are excited to be restarting production from the Brockham Field in the coming months, and we are hopeful that we will be able to proceed with the long-term test on the Balcombe well this year. Trafigura has demonstrated a strong commitment to its new relationship with Angus and we intend to work together to evaluate the potential for gas storage at the Saltfleetby site and other potential projects in the future. "


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