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Creon Resources PLC (AMED)

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Tuesday 17 July, 2012

Creon Resources PLC

Investment in Joint Venture

RNS Number : 7884H
Creon Resources PLC
17 July 2012
 



For Immediate release: 17 July 2012

 

Creon Resources Plc

("Creon" or "the Company")

Investment in Joint Venture

 

Introduction

The Directors of Creon are delighted to announce that the Company has entered into a joint venture with multi-billion dollar China based shipbuilding giant, Yangzijiang Shipbuilding (Holdings) Pte Ltd ("YZJ Holdings"), in the offshore oil and gas infrastructure sector ("JV Agreement").

 

Under the terms of the JV Agreement, Creon and YZJ Holdings will each invest into the joint venture company, YZJ Offshore Engineering Pte Ltd ("YZJ Offshore"), a Singapore registered company recently set up by YZJ Holdings to be a leading player in the design and construction of marine offshore oil and gas vessels (jack-up and semi-submersible rigs) ("the Investment"). Creon will invest US$15.33 million, with YZJ Holdings and its associates investing a further US$14.67 million, into YZJ Offshore.

 

The Investment is Creon's first significant investment under its Investment Policy and represents a major endorsement of Creon's management and access to expertise and partners in the oil and gas infrastructure sector.

 

YZJ Holdings - the joint venture partner

YZJ Holdings, which is listed on the main board of the Singapore stock exchange, was established in 1956 and is the largest non-state owned container shipbuilder in China. In 2011, YZJ Holdings generated sales of approximately US$2.12 billion and net profits of approximately US$0.62 billion. YZJ Holdings reported net assets of approximately US$2.06 billion as at 31 December 2011 and as at the close of business 16 July 2012 had a market capitalisation of approximately US$3.16 billion.

 

YZJ Holdings is a highly regarded company with an experienced management team, immense resources and strong balance sheet. The Directors have been aware that YZJ Holdings has been exploring opportunities to diversify into the offshore oil and gas infrastructure sector for some time and open to collaborating with partners with access and expertise.

 

YZJ Holdings has invited Creon to participate in the Investment to further enhance YZJ Offshore's access to the necessary skills and expertise in rig design, sales and procurement so as to enable YZJ Offshore to grow into a successful and significant business. The Directors believe that YZJ Offshore is close to securing a number of orders for new offshore marine vessels, including jack-up and semi-submersible rigs, which are expected to be built initially in YZJ Holding's existing yards. However YZJ Offshore's longer term strategy is to own and construct its own purpose built rig-building yard in China.

 

YZJ Offshore - the joint venture company

To date, YZJ Offshore has been capitalised with approximately US$3.0 million of equity subscribed for at par value of US$1.0 per share, of which approximately 50% was subscribed for by YJZ Holdings and the remainder by third party strategic investors. As at 30 June 2012, according to management accounts, YZJ Offshore had net assets of approximately US$2.85 million and made an operating loss of approximately US$0.15 million in the six month period to 30 June 2012.

 

The majority of the funds invested into YZJ Offshore to date have gone towards securing land rights to approximately 1.6 million square metres of prime shorefront land in Taicang, Jiangsu Province on China's east coast, some 50 miles north of Shanghai ("Land"). The total cost of the Land will be approximately US$65 million.

YZJ Holdings, its third party strategic investors and Creon (the "Parties") believe the Land is the ideal location for the construction of YZJ Offshore's new rig yard ("New Yard") due to its deep water and absence of bridges en route to the open sea. The Land is expected to be acquired through an associate company, Jiangsu Yangzijiang Offshore Engineering Co. Ltd. ("YZJOE China"), recently incorporated in mainland China, which is 40% owned by YZJ Offshore and 60% by YZJ Holdings. YZJ Offshore will provide 40% (US$26 million) of the consideration to acquire the Land for the New Yard, with the balance of 60% (US$39 million) provided directly by YZJ Holdings.

YZJ Offshore will provide marketing, procurement, front end engineering and design, and management consultancy services for the construction, fabrication and repair of oil and gas marine vessels and platforms.

In addition to the ownership and construction of the New Yard, YZJOE China will undertake the business of turnkey construction, fabrication and repair of offshore oil and gas marine vessels and platforms.

Background on the offshore oil and gas market

The Directors believe that the offshore marine rig vessel market is an attractive one, underpinned by sustained high global demand and a high oil price environment. Global rig utilisation rates and day rates have been rising since early 2011, particularly for jack-up rigs. Furthermore, the Directors believe demand for newly designed rigs will be underpinned by the phasing out of the existing stock of rigs. The Directors understand that by the end of 2012, the average age of jack-up rigs will be 24 years, with almost half of the fleet older than 30 years. Based on the current stock and new rig builds in the pipeline, there could be an under supply by almost 200 jack-up rigs by 2020.

 

Research among rig charterers shows that E&P companies prefer more efficient modern equipment and are willing to pay significant premiums for newer, higher specification rigs, thereby firming up day rates further. The Parties believe that this potential demand represents an excellent opportunity for the joint venture.

 

Terms of the JV Agreement

Under the terms of the JV Agreement, Creon has agreed to invest US$15.33 million for a 46.45% shareholding in YZJ Offshore, with YZJ Holdings investing a total of US$14.85 million for 45% and third parties investing a further US$2.82 million for the balancing 8.55%.

 

Creon is in the process of appointing 2 directors out of the 5 directors to be appointed to the board of YZJ Offshore, with YZJ Holdings also appointing 2 directors and an independent director being appointed. Creon will also appoint 2 directors to the board of YZJOE China, with YZJ Holdings appointing the remaining 3.

 

The Parties agree that neither they, their parent, associate, nor any of their related companies shall be involved in the business of YZJ Offshore or YZJOE China ("JV Companies") other than through the JV Companies and the Parties agree that all the business of construction and repair of offshore oil and gas marine vessels and platforms secured by YZJ Offshore and by YZJ Holdings shall be channelled to, and be carried out exclusively by, YZJOE China. The Parties also agree that YZJOE China must exclusively use YZJ Offshore for, and YZJ Offshore shall exclusively supply to YZJOE China its marketing, procurement, front end engineering and design, and management consultancy services for the construction, fabrication and repair of oil and gas marine vessels and platforms.

Creon has the option, but not the obligation, to provide additional funding to YZJ Offshore and Creon has obtained assurances that the further funding required to complete the New Yard over the next few years will be provided by the Parties in the event that Creon chooses not to participate. The JV Agreement also contains the usual warranties and protections in favour of Creon as would be expected in an agreement of this nature.

As part of the Investment, Creon has set up a wholly owned subsidiary, Creon Resources (Asia) Pte Ltd, into which the Investment will, in due course, be transferred.

Following the Investment, Creon will have net cash balances of approximately £2.0 million.

Jeswant Natarajan, CEO of the Company, stated:

 

"I am delighted we have made our first major investment and especially to be investing jointly with such a significant and well capitalised partner in YZJ Holdings. We believe that the offshore marine construction industry will be a lucrative one for Creon and we anticipate building YZJ Offshore into one of the major forces within it. There remains a lot of work to do to complete the New Yard but in the interim, we are confident that we can secure some early orders for our rig designs and look forward to updating shareholders on our progress."

 

Further information please contact:

 

Creon Resources plc


Jeswant Natarajan - CEO

Tel:  +44 (0) 20 7583 8304

         +60 12 212 1332

 

Daniel Stewart & Company plc


Nominated Adviser & Broker


Paul Shackleton/Tessa Smith

Tel:  +44 (0) 20 7776 6550

 

GTH Communications Limited


Toby Hall/Suzanne Johnson-Walsh

Tel:  +44 (0) 20 3103 3900

 

Note to Editors:

The Company's Investment Policy is to invest principally, but not exclusively in the resources and/or resources infrastructure sectors, with no specific national or regional focus. The Company may be either an active investor and acquire control of a single company or it may acquire non-controlling shareholdings.

The proposed investments to be made by the Company may be either quoted or unquoted; made by direct acquisition or through farm-ins; may be in companies, partnerships, joint ventures; or direct interests in resources projects. Target investments will generally be involved in projects in the exploration and/or development stage. The Company's equity interest in a proposed investment may range from a minority position to 100 per cent. ownership.

 

The Company will initially focus on projects located in the Middle East and Asia but will also consider investments in other geographical regions.

 

The Company will identify and assess potential investment targets and where it believes further investigation is required, intends to appoint appropriately qualified advisers to assist.

 

The Company proposes to carry out a project review process in which all material aspects of any potential investment will be subject to due diligence, as appropriate. It is likely that the Company's financial resources will be invested in a small number of projects or potentially in just one investment which may be deemed to be a reverse takeover under the AIM Rules.

 

Where this is the case, it is intended to mitigate risk by undertaking an appropriate due diligence process. Any transaction constituting a reverse takeover under the AIM Rules will require Shareholder approval. The possibility of building a broader portfolio of investment assets has not, however, been excluded.

 

The Company intends to deliver shareholder returns principally through capital growth rather than capital distribution via dividends. Given the nature of the Company's Investing Policy, the Company does not intend to make regular periodic disclosures or calculations of net asset value.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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