Ruvuma Divestment and announcement of GM

RNS Number : 6068O

Scirocco Energy PLC

13 June 2022

 

13 June 2022

Scirocco Energy plc

("Scirocco Energy" or "the Company")

Ruvuma Divestment and announcement of General Meeting

Scirocco signs binding agreement to divest 25% interest in Ruvuma to Wentworth Resources for a total consideration of up to US$16 million

Scirocco Energy (AIM: SCIR),  the AIM investing company targeting attractive assets within the European sustainable energy and circular economy markets,  is pleased to announce that it has entered into a conditional binding agreement with Wentworth Resources plc (AIM: WEN) to divest its 25% non-operated interest in the Ruvuma asset, Tanzania, for a total consideration of up to US$16 million.

Ruvuma Transaction Highlights

· Total consideration of up to US$16 million comprised of:

o  Initial consideration of US$3 million payable on completion of the Proposed Transaction;

o  US$3 million payable upon final investment decision being taken by the parties to the Ruvuma Asset Production Sharing Agreement or the JOA as the case may be;

o  Deferred consideration of up to US$8 million payable in the form of a 25% net revenue share from the point when Ruvuma commences delivery of gas to the gas buyer;

o  Contingent consideration of US$2 million payable on gross production reaching a level equal to or greater than 50Bcf.

· Wentworth to provide Scirocco with a loan of up to $6,250,000 to meet all cash calls pursuant to the Ruvuma JOA arising between the Economic Date of 1 January 2022 and expected Completion timeline.

· The first $3m to be drawn under the loan is interest free however any amounts drawn in excess of $3m will incur interest at a rate of 7% per annum until such time as the grant of the security in respect of the loan is approved by the Minister for Energy in Tanzania.

· The total consideration represents over 200% premium to Scirocco's current market capitalisation.

· The deal strengthens Scirocco's balance sheet and, critically, removes the imminent need to raise capital to fund the Ruvuma work programme.

· Completion of the Proposed Transaction follows a formal sales process for the asset and enables Scirocco to accelerate its strategy of building a portfolio of cash generative assets within the sustainable energy and circular economy sectors.

· Pursuant to Rule 15 of the AIM Rules for Companies, the Proposed Transaction is subject to shareholder approval by way of an ordinary resolution at a General Meeting scheduled for 29^th June 2022, the details of which will be included in a shareholder circular published today. Please refer to the end of this announcement for an extract from the circular containing more details on the Proposed Transaction and the General Meeting .

· Those Directors who hold shares, representing 3.2% of the Company's issued share capital, believe the Proposed Transaction to be in the best interests of the Company and will be voting in favour at the General Meeting.

· In addition the Company has received letters of support for the Proposed Transaction from significant shareholders representing 11.1% of the Company's issued share capital which confirm that it is their current intention to vote in favour of the resolution at the General Meeting

In line with the requirements of Schedule Four of the AIM Rules, the Company notes that it recorded its interest in the Ruvuma asset at a gross asset value of £14.63 million per its unaudited accounts for the 6 month period ended 30 June 2021. For the audited year ended 31 December 2020, the Company incurred losses relating to Ruvuma asset of £0.81 million.

Capitalised terms are as per the definitions section at the end of the announcement.

Commenting on the Proposed Transaction, Tom Reynolds, Scirocco's CEO stated:

"This is a transformative deal that follows lengthy engagement with Wentworth and a two-year sales review process.  The deal enables Scirocco to crystallise firm value from this asset which can be deployed into compelling opportunities in line with the Company's strategy to focus on opportunities within sustainable energy and the circular economy.  The deal is appropriately structured to reflect the risk profile of the asset and ensures Scirocco retains value exposure to the ongoing success of the project as it reaches various milestones.  Critically, it also provides the Company with the funding to meet the imminent cash calls associated with the work programme on the Ruvuma Asset until the deal completes, meaning we avoid the material dilution that would have been required in the event we retained our interest in the project.

The Board has no doubt whatsoever that this is wholly in the best interest of the Company and its shareholders. After an exhaustive sales process over the last couple years, it is evident that this is the best possible deal that we could achieve based on the macro backdrop and the investment required to further de-risk and commercialise our interest in Ruvuma.  In Wentworth, we have found the perfect counterparty that can add value to the JV going forward, and their existing profile in Tanzania ensures lower deal execution risk and the best chance of a swift completion.

Upon completion, this deal enables the Board to focus on the execution of its stated strategy, with a significantly stronger balance sheet and cash that can be deployed right away to capitalise on the compelling opportunities that we have within the EAG JV's deal pipeline.  Those opportunities reflect our stated intention to create a cash generative, diversified business model which can grow through acquisition of and/or investment in sustainable energy assets. The divestment of Ruvuma simplifies our investment thesis and enhances our appeal to a broader universe of investors, including ESG investors who we believe will be attracted to our growth strategy.

We look forward to discussing the merits of this proposed transaction with our shareholders at the upcoming shareholder presentation, details on which are set out below."

Shareholder Presentation and Q&A Session Thursday 16^th June 3:00pm BST

Tom Reynolds will provide a live presentation and host a Q&A session relating to the Proposed Transaction via the Investor Meet Company platform at 3:00pm BST on Thursday 16^th June.

Questions can be submitted pre-event via your Investor Meet Company dashboard up until 9am the day before the meeting or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free via the following link:

https://www.investormeetcompany.com/scirocco-energy-plc/register-investor

Extract from shareholder circular and notice of general meeting dated 13 June 2022

Background to the Proposed Transaction

In March 2020 the Company announced its intention to sell its 25% interest in the Ruvuma PSA, onshore Tanzania. As a further development of this initiative, in November 2020 the Company outlined a strategic pivot to invest in sustainable energy assets. In the Board's view, the main drivers for the pivot were the following:

• access to capital for small cap E&P investment was facing numerous challenges due to a significant shift of investor sentiment away from the sector;

• availability of investable assets. With the increasing momentum to decarbonize the energy sector the Board expected to be able to identify a strong supply of investable opportunities in that space;

• ability to build cashflow. The nature of assets being targeted would allow the company to build immediate cashflow which would then be available for re-investment in further growth; and

• manageable investment scale. The type of investments being targeted are expected to support capital investments at smaller scale allowing the Company to grow its asset base in smaller incremental steps with a lower average capital expenditure requirement per investment.

Alongside publication of this document, the Company has announced that it has entered into the Asset Purchase Agreement under which Wentworth has agreed to acquire the Ruvuma Asset (the "Proposed Transaction"). Wentworth is an AIM-listed E&P company focused on natural gas assets in Tanzania. 

If the Proposed Transaction completes, Scirocco will no longer be exposed to the costs (or the potential upside) associated with the Ruvuma Asset and will be free to pursue its Investing Policy approved in July 2021, with a view to building a portfolio of sustainable energy assets.  An update on the Company's recent activities and the Board's intentions in respect of the Investing Policy are set out at the end of this section.

The Proposed Transaction will involve the disposal of the Company's entire interest in the Ruvuma Asset for an initial consideration of $3,000,000 in cash payable upon completion of the Proposed Transaction, plus deferred consideration of up to $13,000,000 in aggregate, payment of which is contingent upon fulfilment of certain conditions and milestones set out in the Asset Purchase Agreement (and as detailed below). 

In addition to entering into the Asset Purchase Agreement, the Company and Wentworth have entered into the Facility Agreement under which Wentworth has agreed, subject to the satisfaction of certain conditions, to provide loan funding to the Company to allow it to meet its cash call obligations pursuant to the Ruvuma JOA prior to completion of the Proposed Transaction.

Further details of the principal terms of the Asset Purchase Agreement and the Facility Agreement are set out below.

The Proposed Transaction is of a sufficient size relative to the Group to constitute a fundamental disposal pursuant to AIM Rule 15 and accordingly is conditional upon the consent of the Shareholders being given in a general meeting of the Company.

Reasons for the Proposed Transaction

Throughout the course of 2021 and in early 2022, the Company conducted an extensive asset marketing process with a view to divesting its Tanzanian assets in line with its strategy re-fresh in 2020 and in furtherance of its Investing Policy.

The Company and the Directors are of the view that early-stage hydrocarbon assets remain a challenging investment space for micro-cap companies that ultimately lack the balance sheet strength or the depth of portfolio to absorb the range of potential outcomes for such assets. Additionally, the ability for micro-cap companies to access capital in the oil and gas sector has been significantly impaired in the last few years. These dynamics have primarily been driven by:

• overall lack of returns in the sector for investors, driven by persistently low oil prices for a number of years until the recent increases witnessed; and

• an exodus of capital from the oil and gas sector in light of the ongoing pressure to decarbonize the global energy sector.

Against that backdrop, the Directors announced in 2021 that they intended to deliver on a new investment strategy focused on sustainable energy assets and the circular economy, which culminated in the adoption by the Company of the Investing Policy. The primary objective of this strategy is to create a business capable of delivering a return premium for its shareholders while not exposing them to the bifurcated outcomes of success and failure that are often associated with the oil and gas sector (and, in particular, early-stage assets such as the Ruvuma Asset).

The Directors believe that the Proposed Transaction will be beneficial in the following respects:

• if the maximum potential consideration is received, the Proposed Transaction will be a highly-accretive deal for Scirocco, representing a premium of over 200% against Scirocco's current market cap (assuming a market cap of approximately £3.4 million);

• the Proposed Transaction is firmly aligned with the Company's strategy to divest its oil and gas assets and focus on opportunities in the circular economy and sustainable energy assets;

• the terms of the Proposed Transaction are the result of extensive negotiations with Wentworth and, before that, a two-year sales process that exhausted all other reasonably viable purchasers;

• the Proposed Transaction strengthens Scirocco's balance sheet and, critically, removes the imminent need to raise capital equivalent to or potentially in excess of the current market cap to fund the 2022 work programme for the Ruvuma Asset (the estimated funding gap at present being equal to c. £3.5 million);

• the contingent aspects of the Proposed Transaction provide exposure to material upside potential in the event certain key project milestones are achieved, while also reducing exposure to the downside risks associated with the uncertain prospects of the Ruvuma Asset;

• Wentworth is a particularly suitable counterparty given its existing relationships and presence in Tanzania, which should reduce execution risk;

• the Proposed Transaction is appropriately structured to reflect the ongoing risk associated with the Ruvuma Asset, as well as the challenges of operating in the current macro environment as described above;

• exiting the Ruvuma Asset will enable the Company to accelerate its strategy of building a portfolio of cash generative assets focused on renewables and the circular economy, as well as streamlining its activities and strengthening its strategic narrative to appeal to a broader range of potential investors;

• the Proposed Transaction provides cash that can be deployed to fund near-term non-dilutive growth for the Company; and

• while the Ruvuma Asset represents a compelling project, it has technical and commercial risk that is in the Directors' view not suitable for a company of Scirocco's size and strategic direction as highlighted by the Board when proposed the new Investing Policy in 2021. 

Update on recent activities and implementation of the Investing Policy

In 2021, the Company outlined its proposed new strategy to invest in sustainable energy assets and subsequently adopted the Investing Policy at its 2021 Annual General Meeting, with the approval of 99.6% of those Shareholders eligible to vote on the resolution. Even before the disruption and uncertainty caused by the COVID-19 pandemic, the microcap E&P environment was facing numerous challenges in terms of access to capital and large scale shifting of investor sentiment away from the sector. It was with that background the Board made the decision to pivot the Company's strategy towards sustainable energy assets and the circular economy.

The Company has focused on delivering its Investing Policy as evidenced by its entry into a joint venture arrangement in June 2021 in respect of EAG, a UK incorporated private company focused on creating a portfolio of anaerobic digestion plants that meet a well-defined set of operational and financial criteria. The joint venture represents the Company's first investment into the AD sector, which the Directors consider to be an asset class that is well placed for consolidation of bankable, yield-generating assets that will allow Scirocco to grow its investment portfolio. Scirocco intends to support EAG in acquiring a portfolio of AD plants in Northern Ireland and the rest of the UK.

Since entering into the EAG joint venture, Scirocco has supported and funded EAG's acquisition of GGL, which owns a 0.5 MWe anaerobic digestion plant located in County Londonderry in Northern Ireland. EAG's acquisition of GGL completed in October 2021 and was funded by Scirocco out of the proceeds realised from the sale of its shares in HE1. Since completion, the GGL asset has performed very well, exceeding EBITDA forecasts.

During 2021, the Company sold a significant part of its holding of HE1 taking advantage of an attractive valuation offered in the first half of the year. Scirocco realised c.£3.28 million from the sale of HE1 shares in 2021, leaving the Company's holding in HE1 at less than 1%. The Company used the majority of the HE1 share sale proceeds to fund EAG's acquisition of GGL.

Please refer to the Company's RNS of 9 May 2022 for further detail on the Company's various investments.

The Investing Policy is to acquire a diverse portfolio of direct and indirect interests in sustainable energy and circular economy assets within the European energy market. The Board is seeking to invest in opportunities which meet the following criteria:

• cash generative, with the potential to re-invest operational cash flow in further growth;

• situated within the European energy space;

• acquisition targets within the low-carbon space, including renewable energy, circular economy and energy storage and transfer sectors;

• assets which can attract the necessary investment capital, taking appropriate account of growing investor sentiment towards ESG and SRI indicators; and

• assets which deliver stable returns, with lower exposure to global commodity prices.

In December 2021 the Company announced the agreement of an exclusive supply arrangement with SEM Limited to access technology which will allow the processing of digestate material from AD plants into organic fertiliser. This technology provides EAG with a significant lever to add value to each of the AD plants it acquires, as well as the option to supply the technology to third party AD plants through the installation of merchant digestate management equipment.

The Company will continue implementing its Investing Policy following completion of the Proposed Transaction. 

Principal Terms of the Proposed Transaction

Key Terms of the Asset Purchase Agreement

The Asset Purchase Agreement in respect of the Proposed Transaction was entered into between Scirocco and Wentworth on 13 June 2022.

Completion of the Asset Purchase Agreement is conditional upon, inter alia, the following conditions precedent (the "Conditions Precedent"):

• written waivers from each of:

o  each party to the Ruvuma JOA (other than the Company) of their pre-emption rights in relation to the sale of the Ruvuma Asset; and

o  TPDC of their rights of first refusal in relation to the Ruvuma Asset pursuant to Section 86(5) of the Petroleum Act 2015,

(or such pre-emption rights or rights of first refusal in respect of the Proposed Transaction having lapsed or timed-out);

• the Resolution being passed by the requisite majority of Shareholders at the General Meeting;

• written confirmation from the Fair Competition Commission in Tanzania that it has granted an exemption for the Proposed Transaction, or has otherwise determined that the Proposed Transaction is not prohibited under the Fair Competition Act, 2003 (Act No. 8 of 2003) of Tanzania; and

• written confirmation from or on behalf of the Minister for Energy in Tanzania that they have approved the Proposed Transaction for the purposes of Section 86(1) of the Petroleum Act 2015.

The Conditions Precedent must be satisfied or waived by 30 June 2023 (the "Longstop Date") (unless such date is extended by agreement between Scirocco and Wentworth), otherwise the Asset Purchase Agreement automatically terminates.

The consideration payable for the Ruvuma Asset comprises:

• initial consideration of $3,000,000 in cash payable upon completion of the Proposed Transaction and, subject to certain conditions Wentworth, will make a loan of $500,000 available to Scirocco (the "Initial Loan Amount"); plus

• contingent deferred consideration of up to $13,000,000 in aggregate made up of the following payments:

o  $3,000,000 to be paid following the date on which the operating committee provides final approval of a development plan under the Ruvuma JOA;

o  $8,000,000 which shall be payable from first gas on the Ruvuma Asset where the net revenues payable to Wentworth under any sale arrangements shall be payable 75% to Wentworth and 25% to Scirocco until such time as Scirocco has been paid $8,000,000; and

o  $2,000,000 following the date on which the cumulative gross production from the Ruvuma Asset is equal or greater than 50 billion cubic feet. 

If the Asset Purchase Agreement has not completed by the Longstop Date 50%, of the Initial Loan Amount is refundable by Scirocco to Wentworth (save where Completion does not occur as a direct result of Wentworth breaching the Asset Purchase Agreement, in which case the full Initial Loan Amount is non-refundable). 

The Asset Purchase Agreement also contains customary warranties and indemnities for a transaction of this nature in relation to the Ruvuma Asset. 

The Asset Purchase Agreement is governed by the laws of Tanzania. 

Key Terms of the Facility Agreement

The Facility Agreement was entered into between Scirocco (as borrower) and Wentworth (as lender) on 13 June 2022. 

Pursuant to the Facility Agreement, Wentworth has agreed to make available to Scirocco a term loan facility of up to $6,250,000 (the "Facility"). 

Utilisation of the Facility is subject to the fulfilment of certain conditions precedent including, inter alia, the Resolution being passed by the requisite majority of Shareholders at the General Meeting, pre-emption waivers being provided pursuant to the APA and no event of default having occurred. 

The Facility is being provided to Scirocco purposes of meeting all cash calls due by Scirocco pursuant to the Ruvuma JOA between the Economic Date and Completion.

The first $3m to be drawn under the Facility is interest free however any amounts drawn in excess of $3m will incur interest at a rate of 7% per annum until such time as the grant of the security in respect of the Facility is approved by the Minister for Energy in Tanzania.

Subject to Completion occurring, the Facility is repayable by Scirocco upon Completion by way of a corresponding reduction to the consideration payable under the Asset Purchase Agreement.  If Completion does not occur, the Facility will be repayable on the date falling 90 days after Wentworth has demanded repayment following termination of the Asset Purchase Agreement (the "Repayment Date").  If the Facility is not repaid by the Repayment Date, Wentworth may convert all or part of the Facility into fully paid Ordinary Shares, subject to applicable laws and regulations. 

The Facility will be secured by assignments in security by the Company in favour of Wentworth over the Licence Documents for the Ruvuma Asset. The grant of such security will be subject to the consent Minister for Energy in Tanzania and both parties will look to obtain such consent as soon as possible.

The Facility Agreement is governed by the laws of England and Wales.

Proposed Use of Proceeds

The Board expects to deploy the proceeds of the Proposed Transaction to support its investment activity which aligns with its Investing Policy, as well as for general corporate and working capital purposes.

General Meeting and Resolution

The Proposed Transaction is conditional upon, amongst other things, Shareholder approval being obtained at the General Meeting.

A notice convening the General Meeting to be held at Pinsent Masons LLP, 141 Bothwell Street, Glasgow, G2 7EQ on 29 June 2022, at which the Resolution will be proposed, has been dispatched to shareholders today.

At the General Meeting the Resolution will approve the Proposed Transaction for the purposes of Rule 15 of the AIM Rules and will give the Directors or any committee authority to take all necessary steps to complete the Proposed Transaction.

Definitions

"AD"	anaerobic digestion
"AIM"	the market of that name operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies governing the admission to and operation of AIM published by the London Stock Exchange as amended from time to time
"Aminex"	Aminex PLC, the Company's joint venture partner in relation to the Ruvuma PSA through its wholly-owned subsidiary, Ndovu
"ARA"	ARA Petroleum Tanzania Limited, the Company's joint venture partner in relation to the Ruvuma PSA and the operator under the Ruvuma PSA
"Articles"	the articles of association of the Company in force at the date of this document
"Asset Purchase Agreement" or "APA"	means the conditional asset purchase agreement between the Company and Wentworth dated 13 June 2022 in respect of the Proposed Transaction
" bcf "	Billion (109) Cubic Feet, a measure of gas volume
"Board" or "the Directors"	the directors of the Company, as at the date of this document, whose names are set out on page 7 of this document
"Circular" or "document"	the circular , dated 13 June 2022
"Company" or "Scirocco"	Scirocco Energy PLC, a company incorporated in England and Wales with company number 05542880 whose registered office is at 1 Park Row, Leeds, United Kingdom, LS1 5AB
"Completion"	completion of the Proposed Transaction in accordance with the Asset Purchase Agreement
"Conditions Precedent"	has the meaning given to it in paragraph Key Terms of the Asset Purchase Agreement above
"EAG"	Energy Acquisitions Group Limited
"Economic Date"	1 January 2022
"EU"	the European Union
"Facility"	has the meaning given to it in paragraph 3 of Part I of this document
"Facility Agreement"	the conditional facility agreement entered into between Scirocco and Wentworth in connection with the Proposed Transaction on 13 June 2022
"FCA"	the Financial Conduct Authority of the UK
"Form of Proxy"	the form of proxy enclosed with this document for use in relation to the General Meeting
"General Meeting"	the general m eeting of the Company, convened for 10:30am  on 29 June 2022 and any adjournment thereof, notice of which is set out in Part II of this document
"GGL"	Greenan Generation Limited
"Government"	the Government of Tanzania
"Group"	together the Company and its subsidiary undertakings
"HE1"	Helium One Limited
"Investing Policy"	the investing policy of the Company as adopted on 9 July 2021
"London Stock Exchange"	London Stock Exchange plc
"Mtwara Exploration Licence"	the Mtwara Exploration Licence dated 8 December 2005 amongst, as at the date of this Agreement, The United Republic of Tanzania Ministry of Energy and Minerals, the Company, Aminex and ARA
"Ndovu"	Ndovu Resources Limited
"Notice of  General Meeting"	the notice convening the  General Meeting, as set out in Part II of this document
"Ordinary Shares"	ordinary shares of 0.2 pence each in the capital of the Company having the rights and being subject to the restrictions contained in the Articles
"Proposed Transaction"	has the meaning given to it in section 2 of Part I of this document in the paragraph headed " Background to the Proposed Transaction"
"PSA"	a production sharing agreement
"Registrars"	Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey, GU9 7DR
"Repayment Date"	has the meaning given to it in paragraph 3 of Part I of this document
"Resolution"	the ordinary resolution as set out in the Notice of   General Meeting
"Ruvuma Asset"	the following interests held by the Company:
	(a)  an undivided legal and beneficial interest in the Mtwara Exploration Licence;
	(b)  a legal and beneficial interest in the Ruvuma PSA; and
	(c)  a 25% participating interest in the Ruvuma JOA
"Ruvuma JOA"	the JOA in respect of the Ruvuma area of Tanzania dated 23 March 2006, amongst, as at the date of this document, the Company, Aminex and ARA or, as applicable, any replacement or new operating agreement entered into in respect of any part of the Contract Area from time to time;
"Ruvuma PSA"	the PSA dated 29 October 2005 in respect of the Ruvuma area of Tanzania amongst, as at the date of this Agreement, the Government, TPDC, the Company, Aminex and ARA
"Shareholders"	registered holders of Ordinary Shares
"Tanzania"	the Republic of Tanzania
"TPDC"	the Tanzania Petroleum Development Corporation
"UK"	the United Kingdom of Great Britain and Northern Ireland
"Wentworth"	Wentworth Resources PLC

For further information:

Scirocco Energy plc Tom Reynolds, CEO Doug Rycroft, COO	[phone]
Strand Hanson Limited, Nominated Adviser James Spinney / Ritchie Balmer / Rory Murphy	[phone]
WH Ireland Limited, Broker Harry Ansell / Katy Mitchell	[phone]
Buchanan, Financial PR Ben Romney / Jon Krinks / James Husband	[phone]

Inside Information

The information contained within this announcement is deemed by Scirocco to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 ("MAR"). On the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

 

END

 

 

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