Rockhopper Exploration plc (AIM: RKH), the oil and gas exploration and production company with key interests in the North Falkland Basin, is pleased to provide the following progress update in relation to its previously announced disposal of Rockhopper Egypt Pty Limited to United Oil & Gas Plc (“United”).
At close of business on 3 October 2019, all the existing joint venture partners in the Abu Sennan concession had irrevocably and unconditionality waived their pre-emption rights under the Joint Operating Agreement.
The process to satisfy the remaining conditions precedent, including United shareholder approval, completion of the readmission of United to trading on AIM and receipt of Egyptian government approvals, are progressing well. The transaction remains on track to complete by the end of Q4 2019.
Background to the transaction
On 23 July 2019, Rockhopper announce that it had signed a share purchase agreement (“SPA”) with United Oil and Gas plc (“United”) for the sale of Rockhopper Egypt Pty Limited for consideration of US$16 million. The key asset of Rockhopper Egypt Pty Limited is a 22% working interest in the Abu Sennan concession.
Under the terms of the SPA, the consideration will be satisfied by a payment by United of not less than US$11 million in cash at completion.
In order to satisfy the cash component of the consideration, United has announced a prepayment financing structure of up to US$8 million with BP. In addition, United has announced the intention to raise capital through the issue of new shares simultaneously to the proposed acquisition. A proportion of such placement proceeds will be used to make a further cash payment to Rockhopper shortly after completion. Any shortfall between the headline consideration of US$16 million and the cash payments from United will be satisfied in new United shares being issued to Rockhopper (the “Consideration Shares”). The Consideration Shares issued to Rockhopper will be priced at the price at which United issue new shares as part of their proposed capital raise.
Any Consideration Shares held by Rockhopper in United are subject to certain lock-up and orderly market disposal provisions for a period of up to 12 months from completion.
Rockhopper Exploration plc
Sam Moody – Chief Executive Officer
Stewart MacDonald – Chief Financial Officer
Tel. +44 (0) 20 7390 0230 (via Vigo Communications)
Canaccord Genuity Limited (NOMAD and Joint Broker)
Tel. +44 (0) 20 7523 8000
Peel Hunt LLP (Joint Broker)
Tel. +44 (0) 20 7418 8900
Tel. +44 (0) 20 7390 0231
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (“MAR”).