Acquisition
LEPCO plc
26 September 2002
LEPCO plc
Acquisition of Sterling Energy Limited
Placing of 58,750,000 Placing Shares at 4p per share
And
Open Offer of 45,542,733 Open Offer Shares at 4p per share
Change of name to Sterling Energy plc
INTRODUCTION
On 28 June 2002, the Company announced that it intended to acquire the entire
share capital of Sterling, to be satisfied by the issue of up to 190 million new
Ordinary Shares to Sterling LP. In accordance with the Acquisition Agreement,
the number of Initial Consideration Shares has been increased by 7,000,000
Ordinary Shares to reflect the fact that the Issue Price is 4p rather than the
closing mid-market price of the Company of 5p immediately prior to the
suspension of trading of the Ordinary Shares on AIM. At the Issue Price the
maximum gross consideration to be paid by the Company for the entire issued
share capital of Sterling is £7.9 million. In addition the Company proposes to
raise up to £4.2 million (before expenses) to provide, inter alia, the Enlarged
Group with additional working capital by means of a partially underwritten
Placing of £2.4 million and a non-underwritten Open Offer to raise up to £1.8
million, in each case at 4p per Ordinary Share. Of the Placing amount, £0.8
million is being underwritten by Evolution Beeson Gregory and £1.6 million is
being subscribed by Sterling G.P. on behalf of Sterling LP, or in respect of
£0.4 million of this amount, such other persons as Sterling G.P. may procure.
Under the terms of the Placing Agreement, Evolution Beeson Gregory has agreed
conditionally, inter alia, to procure subscribers for the Placing Shares (other
than those Placing Shares for which Sterling G.P. has committed to subscribe) at
the Issue Price. To the extent that such subscribers are not obtained for any of
the Placing Shares, Evolution Beeson Gregory shall itself subscribe for such
Placing Shares at the Issue Price. The Open Offer is not underwritten.
The Placing and the Open Offer are conditional, inter alia, upon the approval of
the Resolutions by the Shareholders at the EGM.
In aggregate the Company has received irrevocable undertakings to vote in favour
of the Resolutions to be proposed at the EGM (save in respect of the Whitewash
(Resolution 4) and the Acquisition (Resolution 5)) in respect of 18,326,705
Ordinary Shares, representing approximately 40.2% of the issued ordinary share
capital. The Company has received in aggregate 12,757,698 irrevocable
undertakings to vote in favour of resolutions 4 and 5 representing approximately
36.4% of the share capital eligible to vote on the said resolutions.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for the Open Offer 23 September 2002
Open Offer commences 26 September 2002
Latest time and date for receipt of EGM Proxy 11.00 a.m. on 16 October 2002
Latest time and date for receipt of AGM Proxy 11.05 a.m. on 16 October 2002
Latest time for receipt of Application Forms under the Open Offer 3.00 p.m. on 17 October 2002
Extraordinary General Meeting 11.00 a.m. on 18 October 2002
Annual General Meeting 11.05 a.m. on 18 October 2002
Completion of the Acquisition (save for Admission) 18 October 2002
Dealings to commence in the New Ordinary Shares 21 October 2002
Despatch of definitive share certificates for the New Ordinary Shares By 1 November 2002
INFORMATION ON THE LEPCO GROUP
LEPCO is an independent oil and gas exploration company based in the United
Kingdom. Historically the Company's principal focus has been the UK North Sea.
The Company was founded in 1983 and initially operated as a US drilling fund. In
1993, the Company refocused its operations on the North Sea and was awarded four
part-interests in blocks in the Southern Gas Basin and acquired a Forties Unit
from Enterprise Oil plc.
During the subsequent years, the Company increased its exposure to the UKCS
southern gas basin, acquiring assets from Monument Oil and Gas plc and Hardy Oil
& Gas plc. In addition, LEPCO purchased two further Forties Units from Cairn
Energy plc. Following this acquisition the Company's shares commenced trading on
OFEX in November 1996 and then moved to trading on AIM in August 1997.
In 1998, LEPCO suffered from negative cash flows as prices for North Sea Brent
crude oil fell below US$10 per barrel. In view of the resultant cash outflow,
the Company sold its three Forties Units.
In 1999 and 2000 the Company's southern gas basin portfolio was reorganised with
LEPCO becoming an offshore operator. The Company was awarded acreage in the UK
onshore 9th Round in 2000. In July 2001, following two abortive transactions
involving a suspension of trading in its shares, LEPCO completed an open offer
to raise £990,200 to stabilise its financial position. A restructuring of the
board of directors was completed. The new Board set out as part of its strategy
the evaluation of LEPCO's existing assets and the acquisition of international
oil and gas producing interests to increase its cashflows.
The restructuring of the Board and the 2001 Open Offer began the revitalisation
of LEPCO, which the Enlarged Board believes will be further progressed through
the proposed Acquisition and fundraising.
In February 2002, the Company purchased Westmount Resources Inc (''WRI''),
increasing LEPCO's net current assets by approximately £147,500 and increasing
its cash flow from production in the USA.
LEPCO's current oil and gas interests are:
• a small portfolio of predominantly gas-producing interests in
North America, which generates all of its production;
• a 10% interest in an onshore UK licence, PEDL 071, in the
Cleveland basin, (an exploration licence currently being evaluated by
the operator); and
• a 5% interest in the onshore Donkerbroek concession in the
Netherlands, which contains a gas discovery presently considered
non-commercial.
BACKGROUND TO AND REASONS FOR THE PROPOSALS
LEPCO has limited financial resources. The Directors recognise the need to
provide the Group with increased cash flows and to gain exposure to exploration
upside which offers high growth potential, with the overall objective of
attaining profitability. The Directors have been pursuing opportunities to
acquire additional oil and gas-producing interests and exploration assets, with
payment being largely funded by issuing shares. They have also been aware of the
need to increase the Group's access to strong in-house technical and commercial
expertise. The Enlarged Board believes that the Acquisition will fulfil these
criteria, although the Enlarged Group will require additional working capital to
develop its assets. Therefore, the Directors have structured the fundraising to
include the partially underwritten Placing and the Open Offer which is not
underwritten. Whilst dilutive to existing Shareholders, the Directors believe
that this will further strengthen the shareholder base of the Company by
introducing additional institutional and other investors, and allowing
Qualifying Shareholders to participate in the fundraising by way of the Open
Offer.
Sterling and its directors have been providing management, accounting and
technical services to LEPCO since the completion of the 2001 Open Offer.
However, the potential for conflicts of interest was ever- present and
potentially distracting.
The acquisition of Sterling provides LEPCO with a number of positive features:
• the acquisition of Sterling's portfolio of producing oil and gas reserves,
together with appraisal and exploration upside. These assets have been
evaluated by the independent engineers, Quad, in a report dated 23 September
2002. Their estimate of the USA proven and probable reserves is 724,000 boe,
with risked upside potential in the USA of over 1,300,000 boe, the vast
majority of which is gas: one producing well in which Sterling has an ORRI
is currently shut-in awaiting repairs. Quad have also appraised a license in
the Philippines which Sterling acquired on 13 June 2002 and which contains
two wells which discovered gas;
• an immediate increase in LEPCO's production level and in its revenues. In
the approximately 15 month period between incorporation and 31 December
2001, Sterling recorded sales of over £1,874,000 compared with LEPCO's oil
and gas revenues of £49,000 in the year to 31 December 2001.
• since the outline terms for the Acquisition were first discussed with the
Independent Directors, the Sterling Group has made a further purchase of
reserves from American Coastal Energy II, Ltd with upside potential in the
USA. These have been evaluated by TJ Smith, independent engineers. Their
report shows proven and probable reserves attributable to the Sterling
Group's acquired interest of in excess of 1,350,000 boe at 1 January 2002,
most of which is gas, together with further possible gas reserves in excess
of 1,850,000 boe in identified drilling locations.
• Sterling has a full-time management team who are experienced in the oil
and gas business. This gives access to an in-house team of technical and
commercial experts, who have built-up the Sterling asset base since its
inception in October 2000. The Sterling Directors are HG Wilson, GP Thomson,
RA O'Toole, NA Quinton and RL Brown, summary details of whom are included
under the headings 'Directors' and 'Information on Sterling G.P. and
Sterling LP' as set out below. The potential conflict of interest for the
Sterling Directors will also be removed.
• a more diverse shareholder base with the consequent opportunity for
increased liquidity.
The acquisition of Sterling is a major step in revitalising and growing LEPCO.
Whilst the cash flow from operations of the Group is expected to rise
substantially your Directors believe that the maximisation of the existing
assets and the ability to consider new acquisitions will be best served by
having additional working capital available. The Placing to raise a total of
£2.4 million (before expenses) and the Open Offer to raise up to £1.8 million
will give the Enlarged Group additional funds which it is intended will be used,
in conjunction with future partners or bank or other finance where appropriate,
to:
• develop and drill certain identified, mature locations which meet the risk
/return criteria employed by the Directors, as well as further to explore
the potential of the producing licences;
• continue the acquisition of producing interests internationally, with
emphasis initially on the Gulf of Mexico area of the USA; and
• build an international portfolio of exploration projects with both high
growth potential and the ability to add significant value to the Enlarged
Group.
INFORMATION ON STERLING
In the period from incorporation on 10 October 2000 to 31 December 2001 Sterling
recorded a net profit of £105,000 on turnover of £1,874,000. It was wholly
funded in that period by an interest free loan facility made available to it by
Sterling LP, which is summarised below. As of the end of 2001 a total of
£3,430,757 had been drawn and further cash drawings of approximately £783,000
have been made since then which, being the advances made in 2002 to the date
hereof, will be repaid in cash prior to completion of the Acquisition. All other
amounts outstanding, including the transfer of an investment of approximately
£83,000 made by Sterling since the year end, will be capitalised prior to
Admission.
Sterling's oil and gas assets have been summarised above under the heading
'Background to and Reasons for the Proposals'.
LEPCO'S CURRENT TRADING AND THE ENLARGED GROUP'S PROSPECTS
The annual report for the Year was posted to Shareholders on 29 June 2002.
The net current assets position improved during the year from a deficit of
£26,000 in the prior year to a surplus of £437,000 at the end of December 2001.
This was principally due to the 2001 Open Offer raising approximately £990,200
(before expenses of £215,000). In addition, during the year, a further issue of
a total of 4,385,000 shares was made to settle approximately £300,000 of
liabilities of the Group.
Two major items affected the results for the year. Firstly, the costs associated
with the transaction to purchase assets in the Republic of Yemen, aborted in
March 2001. These costs totalled £303,000 in the year.
Secondly, the Directors undertook a detailed technical review of the North Sea
47/9c license interest and an extensive farm-out campaign to find a partner to
drill a well. In light of a number of factors, the Company provided fully
against the book value of this licence and took a non-cash write-down of
£944,000. A partner was not found to pay for the costs of a well and the licence
was relinquished.
The overall cash outflow from operations, which includes the above mentioned
abort costs, was £453,000. This was principally funded from the 2001 Open Offer
proceeds.
In February 2002, the Company acquired further producing interests as part of
its purchase of WRI for a consideration of approximately £495,000. The
consideration was satisfied by the issue of 6.5 million Ordinary Shares at 4.5p
each together with a cash payment of £202,500. The acquisition of WRI increased
the net current assets of the Group by approximately £147,500 and gave it
producing interests which in the six months to the end of December 2001 yielded
a cash flow from operations of approximately £24,000. Workovers and additional
wells may be drilled on these non-operated properties in the future.
The results for the six months ended 30 June 2002 are set out below. The loss
after taxation was reduced to £102,000 from £430,000 in the corresponding period
in 2001. This fall principally reflected the non-recurring nature of costs of
£301,000 incurred in the first half of 2001 relating to aborted acquisitions, as
well as a halving of overheads to £64,000. The loss per share fell to 0.2p in
the first half of 2002 (first half 2001: Loss 4.3p).
The net current asset position improved to £193,000 at the end of June 2002 from
a net current liability position of £534,000 at the end of June 2001. This
improvement principally reflects the impact of the open offer in July 2001 to
raise £990,200 before expenses, together with the cash raised as part of the WRI
purchase described above, offset by the losses incurred in the second half of
2001 and in the first half of 2002, as well as other varied items. The net
current assets at the end of the first half in 2002 includes £288,000 of costs
related to the Proposals which had been accrued at the end of June 2002. The
costs committed to in relation to the Proposals will absorb a significant
proportion of LEPCO's cash balances. Your attention is drawn to the section
''Financial Effects of the Proposals''.
The Enlarged Board believes that the Enlarged Group will benefit from an
increased cash flow from operations, a strengthened balance sheet and an
enlarged portfolio of exploration and developed assets offering upside potential
as a result of the Acquisition, the Placing and Open Offer and the pursuit of
the strategy set out below.
STRATEGY
The Enlarged Board's key strategic objectives are:
• to generate an increasing cash flow from a rising level of production and
reserves. This is intended to be achieved by acquiring assets using LEPCO's
shares, its available financial resources and bank or other funding as
appropriate, as well as by the drilling of development, appraisal and
exploration wells;
• to offer high potential exploration upside in its asset portfolio. The
Directors intend to fund an exploration programme and develop an
international portfolio of attractive prospects, offering significant
added-value upside potential to the Enlarged Group with particular emphasis
on South East Asia and the Middle East, including North Africa. LEPCO
intends to participate prudently in the drilling of such wells, seeking
partners on a promoted basis where appropriate, thereby managing its risk;
• to continue to enhance liquidity in its shares and to offer the prospect
of capital growth rather than dividend yield; and
• to develop LEPCO into a well-regarded international oil and gas company,
with a clear focus on geographic areas and assets where the management can
add value.
TERMS OF THE PLACING
The Placing, which is partially underwritten by Evolution Beeson Gregory, will
raise approximately £2.4 million, before expenses. The Placing comprises the
issue of 58,750,000 new Ordinary Shares at 4p per share of which 38,775,000
million Ordinary Shares comprise the Sterling Subscription. The Placing Shares
are not being offered to Shareholders on a pre-emptive basis and consequently
the Placing is dilutive to Shareholders.
The Placing Shares will, when issued and fully paid, rank pari passu in all
respects with the existing Ordinary Shares. The Placing is conditional on, inter
alia, Shareholder approval and the Placing Agreement and the Acquisition
Agreement becoming unconditional in all respects and not being terminated in
accordance with their terms.
TERMS OF THE OPEN OFFER
The Open Offer will raise up to £1.8 million, before expenses. Evolution Beeson
Gregory, on behalf of the Company, is offering Qualifying Shareholders
45,542,733 Open Offer Shares at 4p per share, payable in full on acceptance, on
the following basis:
1 Open Offer Share for every 1 Ordinary Share
held on the Record Date, and so in proportion for any other number of Ordinary
Shares then held.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the existing Ordinary Shares.
Fractions of Open Offer Shares will not be allotted to Qualifying Shareholders
and, where necessary, entitlements will be rounded down to the nearest whole
number of Open Offer Shares. Such fractional entitlements will be aggregated and
sold in the market for the benefit of the Company.
In addition, those Qualifying Shareholders who decide to take up their maximum
entitlement under the Open Offer may also apply for any further number of the
New Ordinary Shares, which are the subject of the Open Offer (excluding
fractional entitlements). These will be allocated to the extent that the Open
Offer Shares are not fully taken up by those Qualifying Shareholders entitled to
do so under the Open Offer.
In the event of there being an insufficient number of New Ordinary Shares
available under the Open Offer to satisfy such additional applications in full,
such additional applications will be scaled down by the Company on a pro-rata
basis by reference to the number of additional Open Offer Shares for which each
Qualifying Shareholder making such additional application applies. Evolution
Beeson Gregory, in conjunction with the Company, may seek to place Open Offer
Shares for which application is not made by Qualifying Shareholders with certain
institutional and other investors.
Application will be made for the Placing Shares, Open Offer Shares and Initial
Consideration Shares to be admitted to trading on AIM. It is expected that
Admission will become effective and dealings will commence in the New Ordinary
Shares (save for the Deferred Consideration Shares) on 18 October 2002.
PLACING AND OPEN OFFER STATISTICS
Placing Price 4p
Total number of new Ordinary Shares being placed under the Placing 58,750,000
Total number of new Ordinary Shares the subject of the Open Offer 45,542,735
Total number of Consideration Shares 197,000,000
Maximum Number of Ordinary Shares in issue following the Proposals (assuming full allotment under the 306,835,466
Placing, the Open Offer and the issue of the Initial Consideration Shares)
Market Capitalisation at the Issue Price (assuming full allotment under the Placing, the Open Offer £12,273,419
and the issue of the Initial Consideration Shares)
TERMS OF THE ACQUISITION
LEPCO has agreed to acquire the whole of the share capital of Sterling in
exchange for up to 197,000,000 new Ordinary Shares (the ''Consideration
Shares''), to be issued at the Issue Price, representing a value of
approximately £7.9 million.
The Consideration Shares will be issued as follows:
• 157,000,000 new Ordinary Shares being issued on Completion following
Admission (the ''Initial Consideration Shares''); and
• up to 40,000,000 Deferred Consideration Shares will be issued, subject to
Admission, such issue being subject to the value of all ''settled claims''
under the warranty clauses in the Acquisition Agreement as at 31 December
2003.
•
In addition prior to completion of the Acquisition a total of £3,513,929
outstanding pursuant to a loan between Sterling LP and Sterling will be
capitalised by Sterling G.P.. The balance of this loan, being approximately
£783,000, will be repaid in cash prior to completion of the Acquisition.
Sterling G.P., on behalf of Sterling LP, and the Sterling Directors have
undertaken not to dispose of their Initial Consideration Shares for the 12
months following Admission.
FINANCIAL EFFECTS OF THE PROPOSALS
As stated earlier, the Acquisition, Placing and Open Offer will materially
strengthen the Company's balance sheet and provide it with additional working
capital to pursue its strategy. LEPCO's shareholder base will be widened and it
is expected that the liquidity of the shares will be enhanced.
If the Company does not proceed with the Placing, the Open Offer and the
Acquisition, the Directors believe that the Group's ability to continue to
operate as a going concern would be seriously jeopardised. However, on the
assumption that the Proposals are approved at the EGM and the Hibernia Loan
Facility remains in place, the Enlarged Board, having made due and careful
enquiry, are of the opinion that the working capital available to the Enlarged
Group will be sufficient for its present requirements, that is at least twelve
months from Admission.
SUSPENSION, DEALINGS AND TRADING
The Company's existing Ordinary Shares were suspended from trading on AIM on 28
June 2002 but have been restored to the market today. Application will be made
by the Company for the New Ordinary Shares (save for the Deferred Consideration
Shares) to be admitted to AIM and for the existing Ordinary Shares to be re-
admitted to AIM on completion of the Proposals. Subject to completion of the
Proposals, trading in the New Ordinary Shares is expected to commence on 21
October 2002. If the Proposals are not completed, the existing Ordinary Shares
will continue to be traded on AIM, the New Ordinary Shares will not be admitted
to AIM and the Proposed Director will not be appointed to the Board.
A document containing full details of the Proposals has been sent to
Shareholders today and further copies of the document can be obtained on request
from the Company Secretary, LEPCO plc, Mardall House, 7-9 Vaughan Road,
Harpenden, Hertfordshire, AL5 4HU, United Kingdom, telephone 01582 463141, fax
01582 461221.
THE CITY CODE
The terms of the Acquisition give rise to certain considerations under the City
Code. Brief details of the Panel, the City Code and the protections they afford
are described below.
The City Code has not, and does not seek to have, the force of law. It has,
however, been acknowledged by both government and other regulatory authorities
that those who seek to take advantage of the facilities of the securities
markets in the United Kingdom should conduct themselves in matters relating to
takeovers in accordance with best business standards and, therefore, according
to the City Code.
The City Code is issued and administered by the Panel. The City Code applies to
all takeover and merger transactions, however effected, where the offeree
company is, inter alia, a listed or unlisted public company resident in the
United Kingdom (and to certain categories of private limited companies). The
Company is such a company and its shareholders are entitled to the protection
afforded by the City Code.
Under Rule 9 of the City Code, when a person or a group of persons acting in
concert acquires shares in a company which is subject to the City Code, and such
shares (when taken together with shares already held) would result in such
person or persons holding shares carrying 30% or more of the voting rights, such
person or group is normally obliged to make a general offer to all other
shareholders to acquire the balance of the shares not held by him and his
concert parties at the highest price paid by any of them in the previous 12
months. Rule 9 of the City Code also states that if any person or group of
persons acting in concert holds shares carrying not less than 30%, but not more
than 50%, of the voting rights and such person, or any person acting in concert
with him, acquires any additional shares which increases their percentage of the
voting rights, such person or group of persons is in the same way also obliged
to make a general offer to all shareholders.
The Panel has determined that the Revised Concert Party should be regarded as
acting in concert for the purposes of Rule 9 of the City Code.
Following the Whitewash Events the Revised Concert Party, which currently holds
approximately 23.2% of the existing ordinary share capital, may hold a maximum
of 85.0% of the enlarged issued share capital of the Company. The Whitewash
Events includes the grant of options to members of the Revised Concert Party up
to a maximum of 10% of the share capital as enlarged by the Whitewash Events.
While there is currently no intention to grant options other than set out in
paragraph 7.1(a) of Part XI, the maximum number of options that could be granted
in addition to those set out therein is 33,287,533, representing 5.4% of the
share capital as enlarged by the Whitewash Events. A table showing the maximum
possible interests of the Revised Concert Party is set out below.
The Panel has however agreed, subject to approval by the Company's independent
shareholders at the EGM on a poll, to waive any obligation of the Revised
Concert Party (or any member thereof) to make a general offer for shares in the
Company which might otherwise arise under Rule 9 of the City Code.
Following the Whitewash Events, the Revised Concert Party will, provided that
and for so long as it holds shares carrying more than 50% of the voting rights,
be entitled to increase its aggregate holding of Ordinary Shares without
limitation and without incurring any further obligation under Rule 9 of the City
Code to make a general offer to Shareholders provided that ordinarily no
individual member of the Revised Concert Party may increase his individual
shareholding such that he comes to hold 30% or more of the voting rights in the
Company, except as permitted by the City Code.
DIRECTORS
Following Admission, it is proposed that R O'Toole will be appointed as
Non-Executive Chairman, H Wilson, be appointed Chief Executive Officer, G
Thomson be appointed Finance Director and Nigel Quinton be appointed Operations
and Technical Director to the Enlarged Board.
At the AGM Richard O'Toole, Harry Wilson and Graeme Thomson will be offering
themselves for election.
Further details of the Enlarged Board are set out below:
Richard O'Toole, aged 57, (Non-Executive Chairman)
Richard worked with GE in the USA for a number of years prior to becoming
managing director of Estuary Fuels Ltd., an Irish oil importation and trading
company. From 1982 to 1987, he was managing director of Tuskar Resources plc, an
independent Irish oil company which built up a portfolio of international
exploration assets in conjunction with a number of major international oil
companies. He was the founder chairman of Kirkland Resources (Holdings) plc in
1987. Richard serves on the board of Park and was a founder of Endeavour. He is
a director and founding partner of the Sterling Group.
Harry Wilson, aged 50, (Chief Executive Officer)
Following graduation under a British Petroleum scholarship programme, Harry
joined BP and worked for 17 years, initially as a geophysicist and subsequently
as a senior exploration manager (in BP offices worldwide) and in corporate
finance. In 1987, he set up an independent exploration and production company -
Kirkland Resources (Holdings) plc. In 1993 Kirkland AS completed a reverse
takeover of a fully listed oil company, later renamed Dragon Oil plc. In 1997 he
established Endeavour and Park, and following the successful sale of Endeavour's
US subsidiary in 2000 was a founding partner and chairman of the Sterling Group.
Nigel Quinton, aged 41, (Operations and Technical Director)
Nigel has 20 years oil industry experience. He worked at BP as a geophysicist,
was responsible for discoveries in the Paris Basin and for regional work leading
to its entry into Vietnam. In 1988 he left to join the Kirkland Group, and over
the next seven years helped build a portfolio of exploration acreage in SE Asia,
resulting in discoveries onshore and offshore in Thailand and in the
Philippines. At Hardy Oil and Gas plc he initiated a new overseas office and was
General Manager in Pakistan and then as General Manager UKCS, he farmed- in to
Elf's 29/4d licence, which resulted in the West Elgin discovery. In early 1999,
he took over as Chief Executive of Endeavour Oil & Gas Limited Partnership,
whose Gulf of Mexico assets were sold in mid 2000, following which he co-founded
Sterling.
Graeme Thomson, FCA, aged 45, (Finance Director)
Graeme has held a number of senior finance and management positions in quoted
companies. In 1989 he
co-led a management buy-in to AmBrit International plc, which was taken over in
1992. He then joined the Kirkland Group which later became Dragon Oil plc, where
he served as Finance Director and Company Secretary until April 1999. A founder
partner of Endeavour, he has most recently been assisting smaller unquoted and
quoted companies, including Sterling and the Company, with their corporate
finance, accounting, commercial and strategic affairs.
Dr Elizabeth Butler, aged 57, (Non-Executive Director)
Dr Butler holds a D.Phil. in geology from Oxford University. During her career
she has worked twice for BP Exploration, initially as a commercial analyst and
more recently as a consultant to the then Chief Executive on projects relating
to the company's reorganisation and restructuring. She has 20 years experience
as a City energy analyst and was until recently Head of Energy Research for a
leading firm of stockbrokers. She is currently Senior Strategic Energy Adviser
to an investment bank. Dr Butler was appointed to the Board in 1985 and served
as Development Director between 1992 to 1998.
Peter Wilde, aged 48, (Non-Executive Director)
Peter Wilde graduated in law from the London School of Economics (University of
London) and has spent most of his career managing and developing smaller
companies. He has worked exclusively in the oil and gas sector since 1988. In
1989 he was appointed Vice-President of Aviva Petroleum Inc., the Dallas based
oil and gas independent, where his responsibilities particularly included
corporate financial control and integration of acquisitions. He has been a
director of LEPCO since its foundation in 1983, and was a full time director
from 1993 to 2001 serving as Chief Operating Officer and later as Managing
Director. Since the 2001 Open Offer he has served as a Non-Executive Director.
DETAILS OF SERVICE CONTRACTS
It is intended that at Admission new service agreements between Sterling and
each of the executive Directors, being Harry Wilson, Nigel Quinton and Graeme
Thomson, will be entered into. Under the agreement the executive shall provide
services to the Enlarged Group and to any other member of the Enlarged Group as
is from time to time required. The main terms of each such agreement are
identical, save as disclosed. The remuneration payable is £100,000 per annum for
Mr Wilson and Mr Quinton for their full-time services, with an entitlement to
paid leave of 30 days per year plus all statutory holiday entitlements. There
are currently no other benefits. In the case of Mr Thomson, his remuneration and
his holiday entitlements will be pro-rated reflecting his employment covering
75% of his time. Mr Thomson's home to office travel costs will also be paid.
The notice period in each agreement is 3 months for the executive and 6 months
from the Enlarged Group, such notice to increase annually by one month for the
executive and two months for the Enlarged Group, to a maximum of 6 months and 12
months respectively. Upon a change of control in the ownership of the Company,
the executive shall, within the first three months following such event, be
entitled to give 30 days notice that they will leave the Enlarged Group's
employment and resign as a Director of the Company and its subsidiaries. In
recognition of such release by the executive of the Enlarged Group from its
notice obligations the executive shall, in such circumstances, be paid a sum
equivalent to 3 months remuneration. The terms of these agreements will be
reviewed annually on 1 January.
It has been agreed in principle by the Remuneration Committee that the Enlarged
Group should adopt and implement an executive incentive bonus scheme based on
the performance of the Enlarged Group's producing oil and gas assets involving
production royalty pools equivalent to 2% ORRI. The proposed scheme will require
Shareholder approval and will be subject to performance criteria. It is intended
that any awards made in due course from the bonus pools of a 2% ORRI in respect
of the performance of the Enlarged Group's producing oil and gas assets, will be
awarded on the basis of 20% of the pools to each of H G Wilson, N A Quinton and
G P Thomson.
The proposed bonus scheme reflects not only the Company's wish to incentivise
the executive Directors of the Company but also to compensate them for the
reduction in their salary as a result of the Acquisition.
CHANGE OF NAME
To reflect the new direction of the Enlarged Group, it is proposed that the
Company change its name to Sterling Energy plc and an appropriate resolution is
being put to Shareholders at the EGM for this purpose.
EXTRAORDINARY GENERAL MEETING AND ANNUAL GENERAL MEETING
Notices convening The Extraordinary General Meeting and the Annual General
Meeting of the Company each to be held at the offices of Evolution Beeson
Gregory, The Registry, Royal Mint Court, London EC3N 4LB on 18 October 2002. The
Extraordinary General Meeting will be held at 11.00 a.m. on such date and Annual
General Meeting will be held immediately after the conclusion of the EGM or
11.05 a.m. (whichever the later). The following resolutions will be proposed at
the EGM:
Resolution No. 1 will be proposed as an ordinary resolution for the following
purpose:
• In order to enable there to be sufficient authorised share capital
available to issue shares pursuant to the Proposals and, inter alia, to
satisfy the exercise of the Warrants, to issue the Headroom Shares and to
enable the issue of Ordinary Shares pursuant to the Share Option Scheme, it
is necessary for the Company's authorised share capital of £3,000,000 to be
increased. The Directors believe it should be increased to £12,500,000 by
the creation of an additional 950,000,000 new Ordinary Shares.
Resolution No. 2 will be proposed as an ordinary resolution for the following
purpose and will be conditional on Resolution No. 1 having been passed:
• To grant the Directors the power to allot shares (including the Placing
Shares, the Open Offer Shares and the Consideration Shares) in the Company
up to the increased authorised share capital, such power to expire in five
years from the date of the EGM and to replace all similar powers granted
previously.
Resolution No. 3 will be proposed as a special resolution for the following
purpose and will be conditional on Resolution No. 2 having been passed:
• To empower the Directors to allot securities for cash up to a nominal
value of £6,287,495 without the need to first offer existing Shareholders
rights of pre-emption to subscribe for such securities. This authority
replaces all similar authorities granted by Shareholders previously and will
expire five years from the date of the EGM.
• In addition to seeking Shareholders' authority to allot the Placing
Shares, the Open Offer Shares and the Consideration Shares, the Ordinary
Shares which would be issued upon the exercise of the Warrants and the issue
of Ordinary Shares pursuant to the Share Option Scheme, in aggregate
totalling 408,749,513 Ordinary Shares, the Directors are seeking authority
to issue Ordinary Shares for cash on a non-pre-emptive basis in respect of
an additional 200,000,000 Ordinary Shares (the ''Headroom Shares'') to give
the Company the flexibility to enter into transactions involving the issue
of Ordinary Shares without requiring additional specific prior shareholder
approval. These Headroom Shares include Ordinary Shares which the Company
might decide to issue to the Revised Concert Party. Whilst the Company has
no current plans to issue these Headroom Shares to members of the Revised
Concert Party, it is possible, should the Company require additional cash in
the future, that the Revised Concert Party would be a source of additional
funding and might be prepared to subscribe for additional Ordinary Shares.
There is no agreement or understanding between the Company and the Revised
Concert Party in relation to the allotment of the Headroom Shares.
Resolution No. 4 will be proposed on a poll as an ordinary resolution for the
following purpose and will be conditional on Resolution No. 3 having been
passed:
• To approve the waiver by the Panel of any requirement under Rule 9 of the
City Code for the Revised Concert Party to make a general offer to
Shareholders where such requirement would otherwise arise as a result of the
acquisition by any of them of new Ordinary Shares pursuant to the Whitewash
Events. No member of the Revised Concert Party can vote on this resolution.
Resolution No. 5 will be proposed as an ordinary resolution for the following
purpose and will be conditional on Resolution No. 4 having been passed:
• To approve the Acquisition. This is necessary for two reasons. First,
section 320 of the Act requires the consent of the shareholders of a company
where such company enters into a transaction whereby it acquires one or more
non-cash assets of a certain value from a director or a person connected
with a director. This is necessary because Graeme Thomson, Harry Wilson and
Richard O'Toole are directors of the Company as well as being partners
(directly or indirectly) in Sterling LP, the ultimate owner of Sterling.
Secondly, as the Acquisition is deemed to be a reverse takeover for the
purposes of rule 13 of the AIM Rules, the Acquisition must be approved by
shareholders in accordance with such rule. By passing a resolution
Shareholders will also be approving the Acquisition Agreement and the terms
and conditions of the Acquisition together with all and any other
agreements, arrangements and indemnities necessary or, in the opinion of the
Independent Directors, desirable to effect or implement the Acquisition, and
authorising the Directors to do all such matters as they consider to be
necessary or desirable to implement such agreement and the Acquisition and
to agree such amendments or variations to such agreement(s) of an immaterial
nature as may be considered necessary or desirable by them.
No member of the Revised Concert Party can vote on this resolution.
Resolution No. 6 will be proposed as a special resolution for the following
purpose and will be conditional upon Resolution No. 5 having been passed:
• To approve the acquisition by the Company of all of its issued Deferred
Shares for consideration of £1 raised by the issue of the Buyback Shares
pursuant to a contract for purchase to be put before the meeting. By passing
the resolution the shareholders will approve such contract for purchase and
authorise the Company to enter into it on behalf of itself and of the
selling shareholders as it is entitled to do in accordance with the
Articles.
Resolution No. 7 will be proposed as a special resolution for the purpose of
approving the change of name of the Company to ''Sterling Energy plc''.
The Extraordinary General Meeting is also being called to satisfy the obligation
of the Company under section 142 of the Act. This requires a meeting of a
company to be convened when its net assets are half or less of its called-up
share capital (including share premium) to consider whether any and if so what,
steps should be taken to deal with the situation. In view of the actions being
taken by the Company described in this document it is the view of the Board that
no further measures in this respect are required.
For further details, please contact:
Harry Wilson, Chief Executive Officer, Sterling Energy plc 01582 463 141
Graeme Thomson, Finance Director, Sterling Energy plc 01582 463 141
Alan Piper, First City Financial 020 7689 6095
Chris Callaway, Evolution Beeson Gregory 020 7488 4040
INTERIM RESULTS OF LEPCO plc FOR THE SIX MONTHS ENDED 30 JUNE 2002
Set out below is the interim results of LEPCO plc for the six months ended 30 June 2002.
Consolidated profit and loss account
For the six months to 30 June 2002 (unaudited)
6 months to 6 months to
30 June 2002 30 June 2001
£000's £000's
Turnover 22 36
Cost of sales (19 ) (16 )
Gross profit 3 20
Administrative expenses
Abortive acquisition costs (Note 6) 0 (301 )
Amounts written off intangible fixed assets (Note 7) (10 ) 0
Other (64 ) (124 )
(74 ) (425 )
Operating loss (71 ) (405 )
Investment income 7 1
Interest payable and similar charges (38 ) (26 )
Loss on ordinary activities before and after taxation (102 ) (430 )
Loss per share, basic and diluted (Note 8) (0.2p ) (4.3p )
There were no material recognised gains and losses other than the loss for the periods.
The accompanying notes are an integral part of this consolidated profit and loss.
Consolidated balance sheet
At 30 June 2002 (unaudited)
As at As at
30 June 2002 30 June 2001
£000's £000's
Fixed assets:
Intangible assets 33 996
Tangible assets (Note 9) 142 7
175 1,003
Current assets:
Debtors 33 54
Cash at bank and in hand 651 44
684 98
Creditors: amounts falling due within one year (Note 10) (492 ) (632 )
Net current assets/(liabilities) 192 (534 )
Total assets less current liabilities, being net assets 367 469
Capital and reserves:
Called-up share capital (Note 9) 1,347 990
Share premium account (Notes 9 & 10) 2,377 1,672
Other reserves 36 34
Profit and loss account (3,393 ) (2,227 )
Total equity shareholders' funds 367 469
Shareholders' funds may be analysed as follows:
Equity interests (524 ) 469
Non-equity interests 891 0
367 469
The accompanying notes are an integral part of this consolidated balance sheet.
Reconciliation of operating loss to net cash outflow from operations
For the six months to 30 June 2002 (unaudited)
6 months to 6 months to
30 June 2002 30 June 2001
£000's £000's
Operating loss (71 ) (405 )
Depletion and depreciation 11 4
Amounts written off intangible fixed assets 10 0
Increase in debtors (13 ) (24 )
Increase in creditors (Note 10) 54 187
Net cash outflow from operations (9 ) (238 )
Consolidated cash flow statement
For the six months to 30 June 2002 (unaudited)
6 months to 6 months to
30 June 2002 30 June 2001
£000's £000's
Net cash outflow from operations (9 ) (238 )
Returns on investments and servicing of finance (Note 11(a)) (27 ) (24 )
Capital expenditure (Note 11 (a)) (17 ) (82 )
Net cash outflow before financing (53 ) (344 )
Financing (Note 11 (a)) 138 340
Increase/(decrease) in cash 85 (4 )
The accompanying notes are an integral part of this consolidated cash flow statement.
Notes
1. There being no distributable reserves, no interim dividend can be paid.
2. This statement does not comprise statutory accounts as defined in Section 240
of the Companies Act 1985. Statutory accounts for the year ended 31 December
2001, on which the auditors gave an unqualified report, have been filed with
the Registrar of Companies.
3. The balance sheets as at 30 June 2002 and 30 June 2001 and the results and
cash flows for the 6 months ended 30 June 2002 and the comparatives for the
6 months ended 30 June 2001 are neither audited nor reviewed by LEPCO plc's
auditors.
4. The financial information included in this document has been prepared on a
consistent basis and using the same accounting policies as the audited
financial statements for the year ended 31 December 2001.
5. The financial information included in these interim results document has been
approved by the Directors of the Company on 24 September 2002.
6. The amount of £301,000 for abortive acquisition costs in the first half of
2001, comprised the costs associated with the proposal, announced in October
2000, to purchase assets in the Republic of Yemen. In April 2001, the
Company announced that the acquisition would not proceed.
7. The amounts written off intangible fixed assets of £10,000 relates to costs
incurred in the period relating to a farm-out programme on the Group's 94.5%
interest in the 47/9c licence in the North Sea. This interest had been fully
written-off in the accounts for the year ended 31 December 2001. Since the
interim period, the Group has notified the UK Department of Trade and
Industry that it would not renew this licence as no farm-in partner had been
found to drill a well. The Group did not consider it appropriate to devote
further substantial funds to this licence from its limited resources.
8. Loss per share is based on the loss on ordinary activities after taxation of
£102,000 (first half 2001: loss on ordinary activities after taxation,
£430,000) and the weighted average number of 44,537,208 ordinary shares of
1p each in issue during the period (first half 2001: 9,902,733, stated after
the subdivision of shares approved by shareholders in July 2001). Diluted
loss per share is the same as basic loss per share in both periods as the
effect of potential ordinary shares is anti-dilutive.
9. On 28 February 2002, the Company announced the acquisition of Westmount
Resources, Inc (''WRI'') for a consideration of approximately £495,000. The
consideration payable comprised 6,500,000 ordinary shares of 1p each issued
at 4.5p each, together with a cash payment of £202,500. At closing, WRI had
£340,500 of cash, thereby increasing overall Group cash resources by
£138,000. Of the consideration £153,000 was attributable to tangible fixed
assets, being a mixture of royalty and working interests in producing fields
in the Gulf Of Mexico area of the USA. The results for the period to 30 June
2002 include £14,000 of turnover and £11,000 of operating cash flow
attributable to these assets since the date of purchase.
10. Included in ''creditors; amounts falling due within one year'' as at 30 June
2002 is a total of £288,000 of costs accrued in the period relating to the
announcement made on 28 June 2002 that the Group intended to acquire the
entire issued share capital of Sterling Energy Limited and the raising of
additional working capital by means of a share placing and a concurrent open
offer. These costs have, inter alia, been offset against the share premium
account on the basis that the Directors expect these proposals, which are
set out in the circular to shareholders issued today, to be completed.
Should these proposals not be completed for any reason then these costs
would need to be recharged to the profit and loss account.
11. Notes to the cash flow statement:
a. Gross cash flows
b.
Six Six
months to months to
30 June 2002 30 June 2001
£000's £000's
Returns on investments and servicing of finance
Interest received 7 1
Interest paid and exchange differences (34 ) (25 )
(27 ) (24 )
Capital expenditure
Purchase of intangible fixed assets (17 ) (82 )
Financing
Issue of ordinary shares (Note 9) 138 0
New loans 0 340
138 340
The issue of ordinary shares relates to the net cash received as part of the
purchase of Westmount Resources Inc described in Note 9
b. Reconciliation of net cash flow to movement in net funds
Six Six
months to months to
30 June 2002 30 June 2001
£000's £000's
Increase/(decrease) in cash 85 (344 )
Net funds at beginning of period 566 48
Net funds/(debt) at end of period 651 (296 )
c. Analysis of net funds
At 1 January Issue of Cash At 30 June
2002 shares outflow 2002
£000's £000's £000's £000's
Cash at bank and in hand, representing net funds 566 138 (53 ) 651
1. Further copies of this interim statement are available on request from the
Company Secretary, LEPCO plc, Mardall House, 7-9 Vaughan Road, Harpenden,
Hertfordshire, AL5 4HU, United Kingdom, telephone 01582 463141, fax 01582
461221.
DEFINITIONS
'2001 Open Offer'' the underwritten open offer of 24,755,000 Ordinary Shares at 4p per
share and 24,755,000 Warrants made by the Company in accordance with the
terms of a circular to the Shareholders dated 20 June 2001
'Acquisition'' the proposed acquisition by the Company of the entire issued share
capital of Sterling Energy Limited from Sterling Energy G.P. Limited
'Acquisition Agreement'' the conditional agreement entered into between Sterling Energy G.P.
Limited and the Company dated 27 June 2002 and containing the terms of
the Acquisition
'Act'' The Companies Act 1985, as amended
'Acceptance Date'' 17 October 2002 being the final day for acceptance and payment in full
under the Open Offer
'Accounts'' the published annual report and audited accounts of the Group as at and
for the financial year ended on the Accounts Date
'Accounts Date'' 31 December 2001
'Admission'' the admission of the Placing Shares, the Open Offer Shares, the Initial
Consideration Shares and the re-admission of the existing Ordinary
Shares to trading on AIM becoming effective in accordance with the AIM
Rules
'AGM'' or 'Annual General Meeting'' the annual general meeting of the Company convened for 11.05 a.m. on 18
October 2002 (or as soon thereafter as the EGM shall have concluded)
'AGM Proxy'' the form of proxy for use at the AGM
'AIM'' the Alternative Investment Market of the London Stock Exchange
'AIM Rules'' the rules published by the London Stock Exchange governing admission to
and the operation of AIM
'Application Form'' the personalised application form for use by Qualifying Shareholders in
connection with the Open Offer
'Articles'' the articles of association of the Company which were adopted on 31 July
1997, as amended from time to time
'Buyback'' the issue of the Buyback Shares
'Buyback Shares'' the 25 New Ordinary Shares to be issued pursuant to the Placing, the
proceeds of which will be used to finance the buyback of all of the
Deferred Shares
'Canada'' Canada, its provinces, territories or possessions
'City Code'' the City Code on Takeovers and Mergers
'Completion'' Admission
'Consideration Shares'' up to 197,000,000 new ordinary shares to be issued to Sterling G.P. on
behalf of Sterling LP pursuant to the terms of the Acquisition Agreement
comprising the Initial Consideration Shares and the Deferred
Consideration Shares
'Court'' the High Court of Justice of England and Wales
'Dealing Day'' the day upon which Admission may take place
'Deferred Consideration Shares'' up to 40,000,000 of the Consideration Shares, which will be issued on 31
December 2003 subject to adjustment in accordance with the number of
'Settled Claims'' agreed under the Acquisition Agreement
'Deferred Shares'' means the deferred shares of 9p each in the capital of the Company
'Directors'' or 'the Board'' the directors of the Company from time to time
'DTI'' the Department of Trade and Industry
'EGM Proxy'' the form of proxy for use at the EGM
'Endeavour'' Endeavour Oil & Gas Limited Partnership
'Enlarged Board''
the Directors and the Proposed Director
'Enlarged Group''
the Group and, following Completion, the Target Group
''Evolution Beeson Gregory'' Evolution Beeson Gregory Limited, the Company's nominated adviser and
broker, a member of the London Stock Exchange and regulated by the
Financial Services Authority
'Extraordinary General Meeting'' Or 'EGM' the extraordinary general meeting of the Company convened for 11.00 a.m.
on 18 October 2002
'Form of Proxy'' The EGM Proxy and the AGM Proxy
'Group'' the Company and its current subsidiaries
'Hibernia Loan Facility'' the Sterling Energy Inc. revolving credit facility and mortgage, further
details of which are contained in paragraph 9(b)(vi) of Part XI of this
document
'Independent Directors'' Peter Wilde and Elizabeth Butler
'Initial Consideration Shares'' the 157,000,000 new Ordinary Shares to be issued as the initial
consideration under the terms of the Acquisition Agreement
'Issue Price'' 4p per Ordinary Share
'LEPCO'' or the 'Company'' LEPCO plc
'London Stock Exchange'' London Stock Exchange plc
'Mandatory Offer'' a mandatory offer for the entire issued equity share capital of a
company pursuant to Rule 9 of the City Code
'New Ordinary Shares'' the Consideration Shares, the Placing Shares and the Open Offer Shares
'Official List'' the Official List of the London Stock Exchange
'Open Offer Shares'' up to 45,542,733 new Ordinary Shares to be issued pursuant to the Open
Offer
'Open Offer'' the invitation by Evolution Beeson Gregory, as agent for the Company, to
Qualifying Shareholders to subscribe for up to 45,542,733 Ordinary
Shares on the terms and subject to the conditions set out in the letter
from Evolution Beeson Gregory in the Application Form being sent to
Shareholders today
'Options'' options granted pursuant to the Share Option Scheme
'Ordinary Shares'' the ordinary shares of 1p each in the Company
''Original Concert Party'' the existing concert party agreed with the Panel as set out in the
circular to shareholders dated 20 June 2001, being Endeavour, Park,
Harry Wilson, Graeme Thomson, Richard O'Toole and Ralph Brown
'Panel'' the Panel on Takeovers and Mergers
'Park'' Park Resources Limited (No. 3307602), the general partner of Endeavour
'Placing'' the placing of the Placing Shares pursuant to the Placing Agreement
'Placing Agreement'' the conditional agreement dated 26 September 2002, between the Company
and Evolution Beeson Gregory relating to the Proposals
'Placing Shares'' the 58,750,000 new Ordinary Shares, including the Buyback Shares, to be
issued pursuant to the Placing
'POS Regulations'' the Public Offers of Securities Regulations 1995 (as amended)
'Proposals'' the Acquisition, the Placing and the Open Offer
'Proposed Director'' Nigel Alan Quinton
''Quad'' Quad Engineering Limited (No. 2685357), whose registered office is at
ECL Highlands Farm, Greys Road, Henley on Thames RG9 4PR
'Qualifying Shareholders'' holders of the Ordinary Shares on the register of members of the Company
on the Record Date other than certain Shareholders to whom the Open
Offer is not being extended, as described in Part II of the document
sent to Shareholders today
'Receiving Agents'' or 'Capita IRG'' Capita IRG Plc of Bourne House, 34 Beckenham Road, Beckenham, Kent BR3
4TH
'Record Date'' the close of business on 23 September 2002
'Relevant Securities'' Ordinary Shares and securities convertible into, rights to subscribe
for, derivatives referable to and options in respect of, Ordinary Shares
'Resolutions'' the resolutions set out in the notice of Extraordinary General Meeting
at the end of this document
'Revised Concert Party'' the Original Concert Party, Sterling G.P., Sterling LP and N Quinton and
QX Energy Limited
'Service Agreements'' the service agreements to be entered into in respect of the services of
each of Graeme Thomson, Henry Wilson and Nigel Quinton
''Shareholder'' a holder of Ordinary Shares in the Company from time to time
'Share Options'' the share options issued or to be issued pursuant to the Share Option
Scheme
'Statutes'' the Act and every other statute (and any regulations subordinate
thereto) for the time being concerning companies incorporated in England
and Wales and applicable to the Company
'Sterling Directors'' Henry Wilson, Richard O'Toole, Graeme Thomson, Nigel Quinton and Ralph
Brown
'Sterling G.P.'' Sterling Energy G.P. Limited, the general partner of Sterling LP
'Sterling Group'' Sterling Energy Limited, Sterling Energy G.P. Limited, Sterling LP and
Sterling Energy, Inc.
'Sterling LP'' the Sterling Energy Limited Partnership
'Sterling'' Sterling Energy Limited
'Sterling Subscription' the subscription by Sterling G.P. on behalf of Sterling LP for
38,775,000 Placing Shares, or in respect of 8,775,000 these Placing
Shares, such other persons as Sterling G.P. may procure
'Target Group'' Sterling Energy Limited and Sterling Energy, Inc.
'Termination Date'' the due date for Completion as specified in the Placing Agreement
'TJ Smith'' T.J. Smith & Company, Inc.
'UKCS'' United Kingdom Continental Shelf
'United States'' or ''USA'' the United States of America, its territories and possessions, any State
of the United States of America and the District of Columbia
'Warrantholders''
the holders of Warrants from time to time
'Whitewash'' the seeking of independent Shareholders' approval on a poll at the EGM
to waive the obligations of the Revised Concert Party under Rule 9 of
the City Code to make a mandatory cash offer to the remaining
shareholders of LEPCO
'Whitewash Events'' being the completion of the Proposals, the exercise of all Share Options
(both those which are currently held and could be granted) and Warrants
by members of the Revised Concert Party or any person acting in concert
with them and the take up and subscription for all of the Open Offer
Shares by such persons and the issue of the Headroom Shares solely to
such persons
GLOSSARY OF TECHNICAL TERMS
'bbl'' barrels of oil
'bcf'' billion cubic feet of gas
'boe'' barrels of oil equivalent, assuming 6 mcf of gas to be equivalent to 1
barrel of oil
'boepd'' barrels of oil equivalent per day
'bopd'' barrels of oil per day
'Commercial Reserves'' are those quantities of petroleum which the Directors consider, on the
basis of information currently available and present economic
conditions, to be commercially recoverable by present producing methods
from fields currently in production or with government approval for
development or where a fully engineered and costed development plan
exists
'discovery'' an accumulation of hydrocarbons which has been proven to exist by
physical penetration through the horizon containing such hydrocarbons
'farmout'' means the sale of an interest in a petroleum licence by the owner
(farmor) to a party (the farminee) in return for a consideration which
includes the assumption by the farminee of a proportion of the
benefits, liabilities and obligations of that licence. Industry
practice allows the consideration to take many forms, some of the most
common being cash or the payment of some or all of the farmor's share
of future costs on the licence, or the granting of an ORRI
'mcf'' thousand cubic feet of gas
'Overriding Royalty Interest'' or 'ORRI'' An interest in oil and gas produced at the surface free of any cost of
production
'seismic'' a geophysical survey based on the reflection of sound signals. A sound
signal from a source transmitted through the earth and reflected from
the layers of sedimentary rocks is recorded. The results enable
detailed maps of the subsurface layers to be made
'tcf'' trillion cubic feet of gas
'working interest'' or ''WI'' the interest in oil and gas production that bears its share of the
costs of exploration, development and operation of the property and of
a proportionate share of royalties and any other similar burdens
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