Ascent Resources plc / Epic: AST / Index: AIM / Sector: Oil and Gas
22 February 2010
Ascent Resources plc ('Ascent' or 'the Company')
Disposes of interest in Perazzoli Drilling and Places shares with Ascent Director
Ascent Resources plc, the AIM-traded oil and gas exploration and production company, has agreed to sell a 45% interest in Italian drilling contractor Perazzoli Drilling srl ('Perazzoli') for a cash consideration of €1.85 million. The Company's original interest was purchased to provide priority access, and ensure optimal contract terms for drilling services. These advantages will be retained through a five year service alliance with Perazzoli, which provides for a 30% discount on €10 million of drilling services to Ascent and first call on uncommitted drilling units. Perazzoli owns three drilling units including a state-of-the-art HH-200 unit which provides low environmental impact drilling capability.
The Company's original 22.5% interest in Perazzoli was held through its 50% owned subsidiary, Ascent Drilling Limited ('Ascent Drilling'), which was owned jointly with Ascent Director Mr Malcolm Groom. To facilitate the transaction, Ascent agreed to purchase Mr Groom's 50% interest in Ascent Drilling and therefore a further 22.5% interest in Perazzoli by placing to him, 15,529,981 Ascent shares, providing Ascent with a 45% interest in Perazzoli. These shares, when issued, will be priced at 5.105p each representing a 9% discount to the 15 day average trading price preceding 26 January 2010, which is the pricing mechanism used for Ascent's Equity Line of Credit with GEM Global Yield Fund.
Jeremy Eng Ascent's Managing Director said, "The sale of our interest in Perazzoli, whilst retaining the benefits that the ownership of a minority interest brought, is an excellent outcome for Ascent. Perazzoli is aiming to expand its operations and will therefore require additional funding which, given the intensive work programmes being conducted on our portfolio of oil and gas assets, would I believe, not be the best use of our shareholders' funds.
"This transaction allows us to retain access to Perazzoli's drilling equipment with attractive discounts on its services and provides additional funds for use in developing our projects. Furthermore, we were pleased that Mr Groom has demonstrated his sustained confidence in Ascent, having agreed to sell his interest in Ascent Drilling in an all share agreement."
As Malcolm Groom is a Director of Ascent, the purchase of his share of Ascent Drilling is a related party transaction. The Board of Directors of Ascent, with the exception of Malcolm Groom, having consulted with the Company's Nominated Adviser, Astaire Securities Plc, consider the terms of the transaction to be fair and reasonable insofar as the Company's shareholders are concerned.
The purchase of Mr Groom's 50% interest in Ascent Drilling is conditional on the relevant resolutions being duly passed by Shareholders at an Extraordinary General Meeting, scheduled for 12 March 2010 to authorise the transaction. Following completion, Mr Groom will be interested in 17,527,686 shares of Ascent representing 3.40% of the total issued shares.
In the most recently published audited financial statements of the Company, being for the year ended 31 December 2008, Ascent reported a share of profit from Perazzoli of £88,000. At that time the carrying value of the Company's investment was £1.3 million. As disclosed in the Notes to the Financial Statements and the Accounting Policies of the Company, both values reflect a 45% interest in the investment.
Ascent is proposing to convene an Extraordinary General Meeting to, inter alia, approve the purchase of Mr Groom's 50% interest in Ascent Drilling on 12 March 2010 at 11.00am at the offices of Sprecher Grier Halberstam LLP, 5th Floor, One America Square, Crosswall, London EC3N 2SG.
The circular convening the Extraordinary General Meeting will be sent to Shareholders shortly, and a copy will be available on the Company's website www.ascentresources.co.uk.
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For further information visit www.ascentresources.co.uk or contact:
Jeremy Eng |
Ascent Resources plc |
Tel: 020 7251 4905 |
Simon Cunningham |
Ascent Resources plc |
Tel: 020 7251 4905 |
Hugo de Salis |
St Brides Media & Finance Ltd |
Tel: 020 7236 1177 |
Paul Youens |
St Brides Media & Finance Ltd |
Tel: 020 7236 1177 |
Lindsay Mair |
Astaire Securities |
Tel: 020 7448 4400 |
Jerry Keen |
Astaire Securities (Corporate Broking) |
Tel: 020 7448 4492 |
Toby Gibbs |
Astaire Securities |
Tel: 020 7448 4400 |
Daniel Fox-Davies |
Fox-Davies Capital Ltd |
Tel: 020 7936 5200 |
James Hehn |
Fox-Davies Capital Ltd |
Tel: 020 7936 5200 |
Notes
Ascent Resources plc has a diversified portfolio of hydrocarbon exploration and development projects across five countries in Europe: Italy, Switzerland, Hungary, Slovenia and Netherlands. Ascent's portfolio contains a solid base of field redevelopment projects with selected exposure to exploration upside. The portfolio is focussed on gas and with the exception of the shallow water Netherlands project, all of its projects are located onshore where operating and development costs are substantially lower than they would be offshore.