Placing of Equity, Open Offer and TVR

RNS Number : 8527W

Solo Oil Plc

06 August 2018

 

FOR IMMEDIATE RELEASE, EMBARGOED UNTIL 7 AM                                                                                 

              6 August 2018

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

SOLO OIL PLC

("Solo" or the "Company")

Placement of Equity and Open Offer to Shareholders

and

Total Voting Rights

The Directors of Solo Oil plc (SOLO: AIM) (the "Board") are pleased to announce that the Company has raised in aggregate approximately £2.41 million (before expenses) through a firm placing and conditional placing and that the Company plans shortly to commence an open offer to existing shareholders.

The Company has issued and allotted 37,883,847 new ordinary shares of 0.2p each (the "Ordinary Shares") (the "Firm Placing Shares") at a price of 2.25p per share ("Issue Price") representing approximately 8% of the issued share capital prior to Admission of the Firm Placing Shares.  The fundraising is by means of a Company sponsored placing (the "Firm Placing").  The Firm Placing will raise approximately £852,000 (before expenses).

In addition, the Company has conditionally placed a further 69,427,000 new Ordinary Shares at the Issue Price (the "Conditional Placing Shares") representing approximately 14% of the issued share capital prior to Admission of the Conditional Placing Shares, but following the admission of the Firm Placing Shares, in the form of a conditional placing (the "Conditional Placing") (together, the "Fundraising").

The allotment of the Conditional Placing Shares is conditional on the passing of Resolutions 4 and 5 (the "Resolutions") at the Company's Annual General Meeting to be held at 11 am on 6 August 2018.  Should the Conditional Placing Shares be allotted they will raise a further £1.56 million (before expenses).

The Issue Price represents a discount of approximately 5% to the closing price on 3 August 2018, the date that the pricing of the Issue Price was determined.

Further to the Company's announcement of 13 July 2018 in relation to, inter alia, its intention to make an open offer at the same time as a future fundraising, the Company also plans to raise up to a further £1.2 million by means of an open offer (the "Open Offer") to shareholders.  The Open Offer will be made at the Issue Price and will be available to shareholders of record on the date to be set out in the relevant circular  (the "Record Date") ("Qualifying Shareholders") and will comprise an allocation of 1 new Ordinary Share for each 9 Ordinary Shares held by Qualifying Shareholders at the Record Date.

A circular setting out full details of the terms of the Open Offer will be posted to shareholders shortly and the Open Offer will remain open for a period of at least 28 days (which may be extended at the Company's discretion).  A General Meeting of the Company will be called to approve the allotment of shares in the Open Offer and the Open Offer will remain conditional on shareholder approval at that meeting.

Alastair Ferguson, the Company's Chairman-designate, commented:

"As we enter a phase of intense negotiation on the monetisation of the key assets of the Company, we need the capital to safeguard our equity position and negotiate the very best deals for our shareholders.  I am therefore delighted that the Company has been able to secure additional capital at this critical time.  Whilst the raising of that capital is dilutive at the existing shareholder level, it is a necessary function to protect and enhance the inherent value within the portfolio, and we hope that by making an open offer at the same time and at the same price, shareholders will see the merits in supporting the Company as it seeks to harvest the technical successes of the last few years.  This is in line with the commitments that the Board set out in the Company's announcement of 13 July 2018."

Background to and reasons for the Fundraising and the Open Offer and planned use of proceeds

Solo is reaching a critical stage in realising shareholder value in some of its key investments. It will therefore be vitally important that the Company retains its equity positions in those investments in the coming months.  The Board is preparing itself for probable cash calls likely to be made by the various operators in order to fund the on-going operations in these investments, especially in the Ruvuma Basin, in the short to medium term.  Non-payment of cash calls under the various joint venture contractual relationships has significant potential penalties in diluting the Company's equity position in the underlying assets which therefore risks eroding shareholder value in Solo.

Solo's Board has estimated this call on capital, including corporate and financing costs to be in the range of £2-3 million in the coming 12 months. These estimates exclude possible drilling expenditures in the Ruvuma Basin or at Horse Hill, which will require further capital, and represent the Board's best estimate whilst we await confirmation from the operators on timing, the contracting of key services and the necessary governmental approvals.

On receipt of the Fundraising proceeds, the Company also intends repaying, in full, the outstanding balance of principal, interest and fees relating to the convertible loan facility arranged by RiverFort Global Capital Limited in November last year, being approximately £650,000. The repayment, once finalised, will be separately announced.

Whilst the Board continues to actively explore options to monetise the Company's portfolio, the Company must ensure that it has sufficient capital to retain its equity positions whilst effectively negotiating the best outcome for Shareholders.

The Board sees significant potential upside remaining in the Company's assets and envisage that activity levels across the Company's investments in the year ahead will remain high. The Board has elected to undertake an Open Offer in conjunction with the Fundraising in order to enable all Qualifying Shareholders the opportunity to participate in this equity placement at the Issue Price.

Operational Highlights for the period from 1 January to 31 July 2018

Following the end of the last reporting period on 31 December 2017 the Company has stepped up its efforts to monetise, though development or sale, the two key discoveries in the portfolio; the Ntorya gas field in Tanzania and the Horse Hill oil discovery in the Weald Basin of the UK.  The Company has also invested considerable time and effort in assisting Helium One Limited ("Helium One") to bring forward the Rukwa helium properties in Tanzania for early drilling.

•       Solo now has net attributable resources of approximately 468 billion cubic feet ("bcf") Pmean GIIP in the Ruvuma Basin, with 191 bcf (31.8 million barrels oil equivalent ("mmboe")) of most likely contingent resources (2C) net to its 25% working interest.

•       io oil & gas consulting, a Baker Hughes (a GE Company) and McDermott joint venture, completed a gas commercialisation study that has indicated that commercial development of the Ntorya field is achievable.

•       Solo acquired a further 5% equity in Helium One through a technical service agreement which has seen the Rukwa project advance towards drilling.

•       Helium One has raised US$2 million in pre-IPO funding in June 2018 and as a result Solo now holds 13.8% of Helium One.

•       Following the successful testing at Horse Hill-1 ("HH-1") in 2016 various operators have drilled additional wells in the Kimmeridge Limestone play in the Weald Basin and have demonstrated the widespread occurrence of the play, further supporting the regional significance of the naturally fractured oil bearing reservoir.

•       Approvals were granted to carry out a 150-day long-term extended flow test ("EWT") campaign at HH-1 commenced on 27 June 2018.

•       Initial positive results were obtained from the first Portland Sandstone tests in the EWT at HH-1 with production rates comparable to those obtained in 2016.

The Company provided an update on its current financial position on 29 June 2018 with the release of its 31 December 2017 audited financial statements. There has been no material change to the position since that update.

Immediate Outlook

Solo has made some significant advances in its investments in Tanzania recently, especially in the Ntorya gas-condensate discovery which has been successfully further appraised by the Ntorya-2 well with a resultant 11-fold increase in the estimated in place gas resources. A 25-year development licence for Ntorya has been applied for and will allow the finalisation of plans to commercialise Ntorya; which in Solo's case may involve continued project investment, or a full or partial sale, or farmout, of the Company's equity position depending on negotiating advantageous commercial terms with a third-party.  The drilling of a third appraisal well, with an additional deeper exploration target, named Chikumbi-1, is being planned for later in 2018, and represents a significant catalyst for Solo's investment story.

The Horse Hill discovery made in 2016 yielded exceptionally high flow rates at all three productive levels on test and is now undergoing further longer-term testing in order to help design a commercial development. Solo has reviewed the recent encouraging drilling and testing by other operators in the Weald Basin and as a consequence has taken the opportunity to increase its investment in Horse Hill from 6.5% to 9.75% ahead of the longer-term testing activities. The EWT of the three productive intervals in HH-1 is commenced in late June and initial results from the Portland Sandstone reservoir are encouraging with first oil exports from the site commencing on 18 July 2018.

The Company's initial investments in natural helium exploration in Tanzania, through purchase and the contribution of technical services, with Helium One gives access to a potentially world class helium opportunity with very compelling economics and market dynamics. Further technical work will be completed in 2018, and subject to the availability of drilling capacity and financing in Helium One, it is expected that initial drilling on these helium prospects can commence in late 2018 or early 2019.

As the first round of investments made by the Company mature it has been deemed appropriate to refresh the Board with the appointment of new non-executive Directors.  As part of these plans Neil Ritson, the Company's current Chairman, plans to retire following the AGM with Alastair Ferguson being appointed as Chairman and a non-executive Director. In addition, it is anticipated that Donald Strang will retire as a non-executive Director in the coming months with the appointment of a further independent non-executive Director.

Application for Admission

Application will be made for the Firm Placing Shares and the Conditional Placing Shares (subject to the passing of the Resolutions) to be admitted to trading on AIM.  Admission is expected to occur at 8.00 a.m. on Thursday 16 August 2018. The Firm Placing Shares and the Conditional Placing Shares will, on Admission, rank pari passu with the Company's existing Ordinary Shares.

Directors' participation in the Fundraising, the Open Offer and the issue of Fee Shares

Alastair Ferguson and Jon Fitzpatrick have agreed to participate in the Firm Placing and the Conditional Placing as follows:

Director	Firm Placing Shares	Conditional Placing Shares	Total placing shares
Alastair Ferguson	2,353,527	4,313,140	6,666,667
Jon Fitzpatrick	643,297	1,178,925	1,822,222

In addition, all entitled Directors intend to participate in, and take up their full entitlement under, the Open Offer and further details will be set out in the circular relating to the Open Offer.

As previously announced on 13 July 2018, the current members of the Board have for some months voluntarily been accruing fees due to them under their terms of appointment in order to preserve the Company's cash resources.  It was also previously announced that the Board will review the Company's remuneration structure in particular as regards the Directors receiving some of their remuneration in Ordinary Shares in order to better align Board remuneration with shareholder value.  In particular, it remains the intention, for the foreseeable period, that a minimum of 50% of future executive directors' fees will be taken in the form of Ordinary Shares. Mr Ritson had additionally indicated to the Board his wish to take all accrued and future fees as a director in the form of Ordinary Shares.

Accordingly, the Company also announces today that it intends to issue, in aggregate, 14,510,847 new Ordinary Shares to Dan Maling, Don Strang, Neil Ritson and Jon Fitzpatrick, in lieu of unpaid salaries and other fees of, in aggregate, approximately £326,000 (the "Fee Shares") as follows:

Director	Amount in satisfaction of	Number of Fee Shares
Dan Maling	£160,000	7,110,847
Don Strang	£43,000	1,891,111
Neil Ritson	£57,000	2,548,889
Jon Fitzpatrick	£67,000	2,960,000

As a result of the issue of the Fee Shares, the relevant Directors' salaries are fully paid up to date and for a period of at least 6 months, removing any potential call on funding until 2019. The Fee Shares, which will rank pari passu, with all existing Ordinary Shares will be issued subject to the passing of the Resolutions and will be admitted to trading on AIM at the same time as the Firm Placing Shares and the Conditional Placing Shares, being 8.00 am on Thursday 16 August 2018

Total Voting Rights

Following Admission, the Company's enlarged issued share capital will comprise 579,264,801 Ordinary Shares. The Company does not hold any shares in treasury. This figure of 579,264,801 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

Market soundings, as defined in MAR, were taken in respect of the fundraising with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

Qualified Person's Statement

The information contained in this announcement has been reviewed and approved by Neil Ritson, Chairman and Director for Solo Oil plc, who has over 40 years of relevant experience in geology, resource estimation and the oil and gas industry.  Mr. Ritson is a member of the Society of Petroleum Engineers (SPE), an Active Member of the American Association of Petroleum Geologists (AAPG) and is a Fellow of the Geological Society of London (BGS).

For further information:

Solo Oil plc Dan Maling	[phone]
Beaumont Cornish Limited Nominated Adviser and Joint Broker Roland Cornish/Rosalind Abrahams/Felicity Geidt	[phone]
Shore Capital Joint Broker Jerry Keen Buchanan (PR) Ben Romney / Chris Judd / Henry Wilson	[phone] [phone]

Glossary :

2C	denotes the mid estimate scenario of contingent resources
contingent resources	those quantities of petroleum estimated, at a given date, to be potentially recoverable from known accumulations, but the associated projects are not yet considered mature enough for commercial development due to one or more contingencies
discovery	a petroleum accumulation for which one or several exploratory wells have established through testing, sampling and/or logging the existence of a significant quantity of potentially moveable hydrocarbons
EWT	extended well test
flow or production test	a flow test or well test involves testing a well by flowing fluids to surface, typically through a test separator. Key measured parameters are water, oil and gas flow rates, downhole pressure and surface pressure. The overall objective is to identify the well's capacity to produce hydrocarbons at a commercial flow rate
GIIP	gas initial in-place
in-place	the volume of hydrocarbons, oil or gas, estimated to be in place within the reservoir converted to standard temperature and pressure
limestone	a sedimentary rock predominantly composed of calcite (a crystalline mineral form of calcium carbonate) of organic, chemical or detrital origin. Minor amounts of dolomite, chert and clay are common in limestones. Chalk is a form of fine-grained limestone
MAR	Market Abuse Regulation (EU) No. 596/2014
mmboe	million barrels oil equivalent
PEDL	UK Petroleum Exploration and Development Licence
PSA	petroleum sharing agreement
reservoir	a subsurface rock formation containing an individual natural accumulation of moveable petroleum
sandstone	a clastic sedimentary rock whose grains are predominantly sand-sized.  The term is commonly used to describe consolidated sand or a rock made of predominantly quartz sand
tcf	trillion cubic feet

 

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