Re. Proposals
Aminex PLC
12 February 2002
AMINEX PLC
('Aminex' or 'the Company')
Aminex, the oil and gas exploration and production company, today announces its
proposals to return to shareholders part of the proceeds received from last
year's disposal of its assets in the Komi Republic, to accelerate the
development of assets in the United States of America and to acquire all the
share capital of Tanzoil NL.
KEY POINTS
• Full proceeds of sale of interests in the Komi Republic received, netting
approximately US$24 million.
• Komi project debt fully discharged and Group now debt-free.
• Proposed return of capital to shareholders of US$7.5 million, representing
a return of approximately 6.9 pence Sterling per Ordinary Share currently in
issue.
• US operations being considerably expanded, with an exploration and
development drilling budget of US$3 million in first half 2002 and an
additional contingent budget of a further US$3 million in remainder of 2002.
• Conditional agreement reached to acquire Tanzoil NL, which holds the
largest spread of oil and gas exploration acreage in Tanzania.
Brian Hall, Chief Executive of Aminex, said today:
'Having demonstrated our ability to extract value from oil-producing assets in
difficult operating areas of the world, we are now pleased to return part of
this value to shareholders.
Our profitable exit from the Komi Republic has also freed up capital for
investment in the group's US assets, as well as giving us scope to identify and
negotiate a range of new international opportunities. One such opportunity is
the acquisition of Tanzoil, which has an active drilling programme offshore
Tanzania and a large acreage position onshore, offering growth potential for
Aminex in an emerging hydrocarbon province.
The Board of Aminex is endeavouring to provide a balance between returning some
immediate value to shareholders while retaining sufficient cash resources for
leveraging suitable oil and gas opportunities and providing for the Company's
future growth.'
12 February 2002
Enquiries:
Aminex PLC Tel: 020 7240 1600
Brian Hall, Chief Executive
Davy Corporate Finance Tel: +353 1 679 6363
Hugh McCutcheon
Old Mutual Securities Tel: 020 7002 4618
Frank Moxon
College Hill Tel: 020 7457 2020
Archie Berens
Aminex PLC
('Aminex' or 'the Company')
Proposed Return of Capital to Shareholders
Aminex confirms that it has received the final instalment of the sale of its oil
and gas interests in the Komi Republic from Lukoil and that its financing
arrangement with International Finance Corporation and all other liabilities in
connection with its Komi operations have been fully discharged. The net
proceeds were approximately US$24 million representing a net profit to the
Aminex Group of approximately US$5 million.
When shareholder approval was obtained for the Komi disposal, shareholders were
notified that the net proceeds would enable the Company to accelerate the
development of its existing, profitable operations in the U.S; to pursue
acquisition opportunities for oil and gas reserves; and otherwise would be used
for working capital purposes. In the light of the proposed and potential
expenditures and working capital requirements outlined in this announcement, the
Company has determined that US$7.5 million is not immediately required for the
Company's present requirements and is accordingly available for distribution to
shareholders.
Aminex proposes to make a one-off payment to shareholders of US$7.5 million,
equivalent to approximately 6.9 pence Sterling per Ordinary Share, based on the
number of shares currently in issue. The Company has insufficient distributable
reserves (as a result of prior losses brought forward) to effect this
distribution by way of dividend, and as a consequence this payment will take the
form of a return of capital, which is subject both to shareholder approval at an
Extraordinary General Meeting ('EGM'), convened for 12th March 2002, and to the
consent of the High Court of Ireland, which will be sought at the earliest
possible date thereafter. The record date for the entitlement of individual
shareholders on the Company's register to receive the returned capital will be
the date on which confirmation has been obtained in the High Court of Ireland.
This is expected to be on or before 19th April 2002. The amount of the actual
entitlement per Ordinary Share in issue will be calculated by reference to the
number of Ordinary Shares in issue on the record date and the US Dollar to Pound
Sterling exchange rate then prevailing. If all outstanding warrants and share
options were to be factored into the calculations, the repayment per Ordinary
Share in issue on the record date would be approximately 6.1 pence Sterling per
share.
A further announcement will be made by the Company as soon as the requisite High
Court confirmation has been received, the final record date determined and the
amount of the capital return per then issued Ordinary Share calculated.
Formal notice of the EGM, including full details of the resolution to be
proposed in connection with the return of capital, is contained in a letter to
shareholders being posted shortly.
Redenomination of Company's Shares in Euros
Following the adoption of the Euro as the currency of the Republic of Ireland,
the Company's shares, with a nominal value of IR5p. each, have been
redenominated in Euros. At the date of conversion to the Euro the nominal value
of each ordinary share of the Company became Euro 0.0634869. The Company
intends to seek approval at the EGM for the rounding down of the nominal value
of the Company's Ordinary Shares to Euro 0.06. Details of the necessary
resolutions for this action will be contained in the letter to shareholders
referred to above.
Expansion of US Operations
Aminex's US oil and gas operations have been greatly expanded over recent years,
but full development of these properties had been constrained, due primarily to
heavy ongoing commitments in Russia which had absorbed much of the Company's
resources for some time. Until recently, drilling activity in the US had been
financed mainly through farm-outs to industry partners which enabled commitments
to be fulfilled and acreage successfully exploited, though with dilution to the
Company's reserves and net revenues.
Following the exit from the Komi Republic, the Company has commenced a programme
to exploit its existing portfolio of interests in the US and add to it, with the
aim of rapidly increasing revenues and earnings in this politically and
economically stable operating environment. Through the drilling programme it
has carried out on the Vinton Dome over the last two years, Aminex has
established a reputation as an operator using some of the most modern techniques
available. With funds now available, this expertise and experience is being
harnessed to efforts which the directors believe will significantly enhance the
value of the Group's US assets.
In recent months Aminex has acquired new acreage and negotiated exploration
agreements on its Sabine Lake and Benchmark projects in Orange County, Texas.
In addition Aminex has completed technical analysis and negotiated options over
leases in the Kodiak and Antelope prospects in Edwards County and Jack County,
Texas. During the first half of 2002, Aminex is scheduled to drill eight new
wells in five distinct lease areas. Under this programme, a total of US$3
million has been committed for the first half of 2002 and a further US$3 million
has been contingently budgeted for the second half.
Tanzoil Acquisition
Since signing the agreement to sell the Komi interests last year, Aminex's
management has conducted an intensive study of new international opportunities.
It is the Board's intention to redeploy part of the proceeds obtained from the
Komi disposal to projects that the directors believe would offer major growth
potential for the Company, on a scale difficult to achieve from the Company's US
operations alone.
In accordance with this strategy, Aminex today announces that it has signed a
conditional agreement (the 'Sale & Purchase Agreement') with the principal
shareholders of Tanzoil NL ('Tanzoil'), a private company based in Perth,
Western Australia, holding exploration acreage in Tanzania, to acquire the
entire issued share capital of Tanzoil for a consideration of Stg.£3,500,000. At
the request of the selling shareholders the consideration will be satisfied by
the issue to Tanzoil's shareholders of 13,461,538 new Aminex shares at a deemed
share price of 26p Sterling each, such new Aminex shares to be issued under the
authority granted to Directors at the Annual General Meeting of the Company held
on 19th June 2001 ('Consideration Shares'). At the closing middle market share
price for Aminex shares on 11 February (the latest practical date prior to this
announcement) the aggregate value of the Consideration Shares would have been
£3.33 million. The Sale and Purchase Agreement is subject, inter alia, to
acceptance of its terms by all Tanzoil's shareholders, to allotment of the
Consideration Shares and to admission of those shares to the Official List of
the U.K. Listing Authority and to listing on the Irish Stock Exchange. The
Consideration Shares will not rank for participation in the return of capital to
shareholders. It is anticipated that completion of the acquisition will occur
before 31st May 2002.
Tanzania has a large potential petroleum province, including the significant
Songo Songo discovery which represents the country's first major hydrocarbons
development and is reported to contain at least 1 trillion cubic feet of gas. A
major pipeline project, financed by international institutions, has been
initiated to bring Songo Songo gas to the city of Dar es Salaam and beyond, for
domestic power generation and for industrial use, including the country's
rapidly expanding mining sector.
Tanzoil currently holds the largest spread of oil and gas exploration acreage in
Tanzania, including the 2,600 square kilometre Nyuni block, which adjoins Songo
Songo and the licence for which includes rights of access to the Songo Songo
pipeline. Two offshore wells are scheduled for Nyuni this year. The estimated
net cost of this programme to Aminex, most of which will fall under a turnkey
drilling contract, is US$7 million. Tanzoil also holds significant acreage in
other parts of the country. Total Tanzoil licences held cover 112,000 square
kilometres, more than one third of the area of the country's sedimentary basins.
For the year ended June 30, 2001 Tanzoil NL incurred a loss of AUS$115,000 and
at the end of that period had net assets of AUS$1,307,000.
Among the international opportunities reviewed by Aminex since the disposal of
its interests in the Russian Komi Republic, Tanzoil has been identified as a
company whose assets fulfil its criteria for relatively low risk exploration
coupled with major reserve potential. Following this acquisition, Aminex will,
the Directors believe, become a significant participant in the emergence of East
Africa as a recognised petroleum province.
Appointment of Advisers
Aminex announces that it has appointed L.C.F. Rothschild Securities Limited as
advisers to the Company.
This information is provided by RNS
The company news service from the London Stock Exchange