Strategy, Conditional Funding, Share Consolidation
18 April 2017
Independent Resources plc
("Independent Resources" or the "Company")
Strategy Announcement, Conditional Funding and Proposed Share Consolidation
Following the announcement on 6 March 2017, Independent Resources, the upstream oil & gas company, is pleased to announce a Latin American gas strategy and signature of non binding heads on the funding to support its initial implementation.
Regional Gas Focus:
The Company announces its intention to pursue a South and Central American regional exploration strategy focused on multi Tcf (trillion cubic feet), low cost, onshore gas piped to high value, growing markets.
The Company believes that the combination of recently increasing growth across the region and the increasing shortage of gas in the major markets of Brazil and Argentina, together with a historic period of regional underinvestment in the sector provides a compelling investment proposition for investors at this specific point in the cycle.
The Company therefore plans to rapidly acquire a series of assets across the region, including Bolivia, Colombia and Brazil, leveraging existing pipeline infrastructure and processing capability which enables new discoveries to be brought to market quickly. The Company intends to selectively bring in pre-identified strategic partners to the business to fund and technically de-risk such assets.
The Company will update the market further as required.
Further Institutional Investment:
In anticipation of the Company's first asset acquisition, the Company has today signed non binding heads for further institutional investment of approximately £23 million, before expenses. It is anticipated these funds, net of expenses, will be deployed to evaluate, drill and develop any acquired assets.
The institutional investment will, subject to approval by shareholders, consist of a £10 million placing of new equity to Spartan Fund (a Bahamas based energy specialist institution) priced at or around market on the date of signature of binding \agreements (the "Issue Price") with a 10% commission payable by the Company. The investment will also include a €15 million five year bond from the Company's cornerstone investor, Greenberry plc ("Greenberry"). The bond will carry an 8% coupon, a 10% fee and will be issued at 80% of par. The debt issue is expected to complete around mid-May 2017. The institutional investment will also have warrant coverage. Pursuant to the equity fundraising there will be warrants over 50% of the number of shares issued and will be exercisable for five years at 150% of the Issue Price. Pursuant to the bond there will be warrants over 100% of the number of shares purchasable by €15 million at the Issue Price, exercisable for five years at 150% of the Issue Price.
Share Consolidation:
The Company also confirms it intends to seek shareholder approval to consolidate its 0.01p ordinary shares on the basis of a 25:1 ratio immediately after the closing of the further institutional investment.
A circular will be posted to shareholders in due course seeking approval of the share consolidation and enabling the further institutional investment.
Current Portfolio (Italy, Tunisia and Egypt):
The Company confirms that it does not see significant value in its Italian and Egyptian assets and has already therefore begun preparations to exit those positions, subject to any necessary shareholder approvals. The Company confirms it is in discussions with a third party to sell its Egyptian asset and will update the market further as appropriate. The Tunisian portfolio remains under review.
General Meeting:
The Company looks forward to welcoming shareholders to its General Meeting today at 11:00 in London at Fieldfisher's offices at Riverbank House, 2 Swan Lane, London EC4R 3TT, where shareholders will vote on various resolutions, including the changing of the Company name to Echo Energy plc, followed by a presentation from the Board on the new strategy. The result of the meeting and of the Open Offer will be announced later today.
James Parsons, Chairman, commented:
"We see the current environment as one of genuine opportunity for growth focused exploration and production companies. There is a window of opportunity for an ambitious Company, such as Echo, with supportive backers, existing partnerships and strong regional connectivity to quickly build a portfolio of high impact exploration and appraisal assets on attractive entry terms.
Today we are pleased to confirm our regional gas strategy which is hinged on high quality multi Tcf potential acreage that will attract majors when the cycle turns. As a Board we are extremely well connected across the sector and the LATAM region and we look forward to deploying those relationships to build Echo Energy into a mid cap company."
For further information please contact:
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Independent Resources (to be renamed Echo Energy) James Parsons, Chairman Greg Coleman, Chief Executive Officer
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ZAI Corporate Finance Limited - Nominated Adviser +44 (0) 20 7060 2220
John Treacy / Jamie Spotswood
Brandon Hill Capital Limited - Broker +44 (0) 20 3463 5000
Jonathan Evans / Oliver Stansfield
This announcement contains information which was previously inside information for the purposes of Article 7 of Market Abuse Regulation 596/2014 ("MAR").
This information is provided by RNS
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