Re-admission to AIM
Sound Oil PLC
13 July 2006
This announcement is not for release, publication or distribution in or into the
United States, Canada, Australia, South Africa or Japan.
13 July 2006
SOUND OIL SHARES RE-ADMITTED TO AIM
COMPLETION OF ACQUISITION OF MITRA AND PLACING
Sound Oil (AIM: SOU), the upstream oil and gas company, has completed the
acquisition of Mitra, an unquoted gas exploration and development company with
interests in Indonesia, in a reverse takeover. Sound Oil has acquired Mitra in
consideration of an issue of new Ordinary Shares.
Highlights
• Sound Oil's shares were re-admitted to AIM earlier today and the Company
has completed the acquisition of Mitra, an unquoted gas exploration and
development company with interests in Indonesia, in a reverse takeover.
Mitra holds a 34 per cent. interest in the Bangkanai Block onshore central
Kalimantan and a 20 per cent. interest in the Citarum Block onshore central
Java.
• Sound Oil, an AIM quoted upstream oil and gas company, has acquired
Mitra in consideration of an issue of 223,376,623 new Ordinary Shares.
• Sound Oil has raised £11.7 million before expenses at an issue price of
7.25p per share in a placing of new Ordinary Shares.
• Sound Oil's cash resources, as increased to over £20 million by the net
proceeds of the Placing, will be used principally for the development of
Mitra's gas interests in Indonesia.
• The transaction was approved by Sound Oil shareholders at an
extraordinary general meeting held on 12 July 2006.
Commenting on the Acquisition and Placing, Gerry Orbell, Chairman and Chief
Executive of Sound Oil said, "This is a very good deal for Sound. Within a few
months we will have started drilling the first of four high impact exploration
wells on our licences in Java and Kalimantan. In addition we shall be developing
the Kerendan gas field in Kalimantan which we expect to give us a 20 year cash
flow starting 2008".
This summary should be read in conjunction with the full text of this
announcement.
Enquiries
Gerry Orbell, Chairman 07903 861 145
Sound Oil g.orbell@virgin.net
Smith & Williamson, nominated adviser to Sound Oil
Azhic Basirov 020 7131 4000
David Jones 020 7131 4000
Buchanan Communications
Tim Thomson 020 7466 5000
Ben Willey 020 7466 5000
Nick Melson 020 7466 5000
The Admission Document is available on the Company's website www.soundoil.co.uk
SOUND OIL SHARES RE-ADMITTED TO AIM
COMPLETION OF ACQUISITION OF MITRA AND PLACING
Sound Oil (AIM: SOU), the upstream oil and gas company, announces that its
ordinary shares were re-admitted to AIM earlier today and that accordingly it
has completed the acquisition of the entire issued share capital of Mitra and
the Placing. Following the Acquisition and the Placing, the number of issued
ordinary shares in the Company is 692,427,348.
Information on Sound Oil
Sound Oil was incorporated on 27 January 2005 and first admitted to trading on
AIM on 29 June 2005 when it raised £10.8 million (after expenses) with the then
stated intention of evaluating and making investments in energy resource
business opportunities in North and West Africa.
The Company has evaluated a number of investments since it was first admitted to
trading on AIM. Initially the Company focused its efforts on offshore areas of
West Africa, but towards the end of 2005 the Company began to extend the area of
evaluation outside Africa to decide whether there was better value elsewhere,
while also continuing to review opportunities in that region. The Company
subsequently entered into discussions with the directors of Mitra with a view to
acquiring Mitra. The Existing Directors believe that the Acquisition will
enhance shareholder value and be in the best interests of both companies and
their shareholders. Through the Acquisition the Company will obtain a 34.99 per
cent. working interest in the Bangkanai PSC and a 20 per cent. working interest
in the Citarum PSC.
On 22 May 2006, the Company announced that it had entered into an agreement
under which it may acquire an interest in a production sharing agreement
relating to an exploration area in Bangladesh (the "Bangladesh PSC"). The
operator of the PSC is Ocean Bangladesh Corporation. This transaction is
subject to the extension of the PSC and the approval of, the appropriate
Bangladesh authorities.
Further information on Mitra, the Bangkanai PSC, the Citarum PSC and the
Bangladesh Block 22 is set out below.
Information on Mitra
Mitra is an unquoted Mauritian company formed in 2004 by its three directors who
are interested in 93.7 per cent. of Mitra's issued ordinary shares. Mitra has a
34 per cent. interest in the Bangkanai PSC and a 20 per cent. interest in the
Citarum PSC. Mitra has not generated any revenue to date; it incurred a loss of
US$1.2 million in the year ended 31 December 2005 and its net assets at that
date were US$0.7 million.
Bangkanai Production Sharing Contract
The Bangkanai PSC encompasses an area of 6,976 km2, located approximately 200
kilometres west of Balikpapan and 330 kilometres north of Banjarmasin, the
provincial capitals of East and West Kalimantan respectively. The block is
situated on the west side of the Kutei Basin and the northern edge of the stable
Barito Shelf. The area was previously part of a larger production sharing
contract awarded to Unocal in 1972. During this period Unocal shot two 2D
seismic surveys in 1975 and 1985/1986 and drilled ten exploration wells and two
appraisal wells. The only discovery to date is the Kerendan gas field made in
1982. Although Unocal's plan of production for Kerendan was approved in 1997,
they were unable to secure a gas sales agreement for the gas, and relinquished
the contract in 2000. The Bangkanai PSC, covering a large area in which only six
wells have been drilled, including three Kerendan wells, was awarded to EBE on
30 December 2003 for a 30 year period, including an exploration period of 10
years. In September 2004 MEB (a subsidiary of Mitra) farmed in to the licence
(49 per cent.) (the "MEB Farm-In"). It has recently signed a sale and purchase
agreement for the sale of part of its farm-in interest to Medco (the "Medco
Farm-In"). This sale is not yet complete, but at completion the resulting
interests will be: EBE 51 per cent. operator; MEB 34 per cent.; and Medco 15 per
cent.
Citarum Production Sharing Contract
The Citarum PSC covers an area of 4,440 km2 in Central West Java. The northern
margin of the block is characterised by hilly terrain which is moderately
populated. The southern block is generally more mountainous and in part covered
by volcanic rock. The block is situated on the southern margin of the active oil
and gas producing areas of the North West Java Basin and includes fields such as
Subang, Jatibarang, Tambun and Pondok Tengah. Consequently the northern margin
of the block is located close to PT Pertamina (Persero)'s well-developed oil and
gas pipeline network. The Citarum PSC was awarded to BPREC on 7 October 2005 and
no wells have yet been drilled in the block. BPREC is a company with the
following shareholdings: Ranhill Energy 60% operator; BPE 20 per cent.; and MEC
20 per cent.. On 21 June 2006 BPREC (acting by its liquidator) entered into a
Deed of Assignment whereby BPREC assigned its 100 per cent. working interest in
the Citarum PSC to BPREC Pte. BPREC Pte. is a company with the following
shareholdings: West Java Energy 60 per cent. operator; BPE 20 per cent.; and MEC
20 per cent.
Bangladesh Block 22 Production Sharing Contract
The Bangladesh production sharing contract (the "Bangladesh PSC") relates to
Block 22 which covers approximately 1,250 km2 in the Chittagong Hills area in
eastern Bangladesh. Block 22 lies to the south of gas producing fields in India
and is to the east of nearby gas discoveries and the producing Sangu field
operated by Cairn energy. The operator of the PSC is Ocean Bangladesh
Corporation ("OBC"). Sound Oil Bangladesh Limited ("SOB") has entered an
agreement with OBC under which OBC will assign to SOB 50 per cent. of its
interest in the PSC. This assignment is subject to the extension of the PSC and
the approval of both the government of Bangladesh and the Bangladesh Oil, Gas
and Mineral Corporation. Sound Oil has entered into an option agreement under
which Sound Oil may be required to acquire SOB for a consideration of 14,634,813
new Sound Oil shares (or cash of US$2.0 million if agreed by both parties). The
exercise price of the option is reduced to 2,195,222 new Sound Oil shares (or
cash of US$0.3 million) if the option is exercised before the assignment of
OBC's interest in the PSC has become effective. Sound Oil may exercise its call
option to acquire SOB at any time in the four months from 19 May 2006 and a put
option may be exercised to require Sound Oil to acquire SOB at any time after
four months have elapsed from the date of the agreement, until 19 May 2086.
Intentions and strategy
The purpose of the Enlarged Group will be the exploration and production of
hydrocarbons, either as a joint venture partner with a direct ownership in a
licence or as a shareholder. The Enlarged Group may be either a non-operating
party or an operator depending on the circumstances. The Enlarged Group intends
to acquire discoveries at the appraisal stage and take the properties to
production. Exploration properties will be acquired which have a potentially
high positive impact on the worth of the company (such as Citarum), but with the
risk mitigated, for example by farm out. Other exploration and production
companies may be acquired which have a strategic fit with the Enlarged Group.
The Enlarged Group will be geographically unrestricted but will focus on Asia
and Africa in the first instance.
New Board
The Board comprises the following Existing and New Directors:
Existing Directors
Gerry Orbell Chairman and Chief Executive (Aged 59)
Gerry Orbell is a petroleum geologist with over 30 years of technical,
managerial and director level experience in the hydrocarbon and utilities
sectors. Gerry has previously held the position of executive director of Fina
Exploration and Fina Development, in charge of all Fina's hydrocarbon
exploration and production activities for the UK. He was subsequently director
of exploration and production at Premier Oil plc and was responsible for that
company's investments in areas including Pakistan, the North Sea and the
Mediterranean. After Premier Oil, he became managing director of North West
Water International, in charge of all water and waste water operations and
businesses around the world. Gerry is currently the chairman of Antrim Energy
Inc. (quoted on AIM) where he oversees business development and hydrocarbon
exploration in the North Sea. He is also a member of the board, and chairman of
the audit committee, at the compliance company Valpak Limited. Gerry has been a
director of Sound Oil since April 2005.
Tony Heath Finance Director (Aged 69)
Tony Heath has over thirty years financial and general management experience in
a variety of roles. Qualifying as a chartered accountant in 1964, Tony joined
Burmah Oil's motor fuels development business in 1968. He then spent four years
as finance manager for Burmah Oil's North Sea oil exploration activity which was
followed by a further four years as finance director of Halford's retailing
group which included managing its Dutch and factoring businesses. He then became
group controller of Burmah Oil and was responsible for all financial information
and control of the international oil group covering operations in thirty-five
countries. Tony joined the board of Premier Oil plc as group finance director in
1990 where he had overall responsibility for all financial matters in the oil
exploration and production business in many countries around the world. He
managed a £400 million financing in the UK and USA, the financial aspects of a
major takeover and the trading of Premier Oil's oil production. Tony left
Premier at the age of 60 in 1997 and is currently chairman of a pension fund and
adviser to a charity. He has been a director of Sound Oil since May 2005.
Simon Davies Non-executive Director (Aged 47)
Simon Davies is chief executive of Threadneedle Asset Management, which manages
over £62 billion in equities, bonds, property and hedge funds for individual and
corporate investors. Simon began his career in 1981 with Rothschild Asset
Management, where he worked as an analyst and fund manager. In 1986 he moved to
Gartmore Investment Management as a pension fund manager and was subsequently
appointed to the board of Gartmore Pension Fund Managers. In 1990 he transferred
to the international side of Gartmore's investment management business, becoming
head of global funds and then head of international equities. In 1995 he joined
Threadneedle as chief investment officer and was appointed chief executive in
January 1999. Outside Threadneedle, Simon is a director of the Investment
Management Association and JP Morgan Fleming Overseas Investment Trust and is
also on the investment committee of Westminster Abbey. Simon has been a director
of Sound Oil since April 2005.
Michael Nobbs Non-executive Director (Aged 57)
Michael Nobbs has a thirty year track record in investment banking, with a focus
on corporate and project finance. He was a managing director and senior credit
officer for Citigroup/Citibank and was the group finance director for Tishman
International Companies, a major global real estate development and investment
business. He is currently a non-executive director of GTL Resources Plc and
Ithaca Energy plc, both of which are quoted on AIM. In his career, Michael has
participated in many capital raisings, both debt and equity, and in the areas of
securitisation and initial public offerings. He has held positions in London,
New York and Los Angeles. He has been a director of Sound Oil since April 2005.
New Directors
Jusuf (Jossy) Rachmantio Executive Director (Aged 45)
Jossy Rachmantio obtained a BSc in Material Engineering in 1985 from the Case
Western Reserve University USA and subsequently received his Masters in
International Management in 1987. From February 1990 to July 1994 Jossy was head
of marketing at PT. Karya Titan in Jakarta. Jossy was a director of Repindo Info
Media in Jakarta from January 1999 to September 2000. From 1999 to 2000 Jossy
was also president director of Repindo Nusa Jaya, a company which developed
power projects in Indonesia with the national state utility company. After this
he joined Flotec as managing director, where his responsibilities included
setting up the Indonesian market for bandwidth optimisation software. From
September 2001 to September 2004 Jossy was a Managing Partner at Profescipta
Wahana, where he acted as adviser to a number of clients on company
restructuring and other strategic issues. Jossy co-founded Mitra with Patrick
Alexander and Ilham Habibie in 2004.
Patrick Alexander Non-executive Director (Aged 53)
Patrick Alexander has over 25 years of investment banking experience and is
currently Managing Director of Batavia Investment Management Ltd (previously
Peregrine Batavia Investment Management Ltd), where he has worked since 1993.
Patrick began his career at the Australian Department of Foreign Affairs, where
he worked for four years. He moved on to work at Chase Manhattan from 1980 to
1988 in New York, Indonesia and finally Hong Kong, where he rose to position of
director. He was subsequently appointed Chief Executive Officer of Robina
Investments Hong Kong, and thereafter worked at Morningside Asia Investment in
Hong Kong, from 1989. From 1991 Patrick was executive director of Lippo Asia
Investment Management Ltd, before moving to Peregrine Batavia Investment
Management Ltd in 1993. Patrick is currently an Independent Commissioner of PT
Astra International, one of Indonesia's largest listed companies and a dominant
company in Indonesia's automotive industry. Patrick co-founded Mitra in 2004,
together with Jossy Rachmantio and Ilham Habibie.
Ilham Habibie Non-executive Director (Aged 43)
After qualifying as an engineer in Germany in 1987, Ilham worked as a scientist
and lecturer at the Technical University of Munich for seven years. He went on
to work as an engineer at the Boeing Commercial Airplane Group in the United
States, from 1994 to 1996. While working in the United States, Ilham also
assisted the President Director of Industri Pesawat Terbang Nusantara ("IPTN")
the state-owned aerospace company in Indonesia, on the N2130 Regional Jet
Program. This project eventually evolved into leading engineers and technicians
in the design of a new and highly technologically advanced regional jet. In 1996
Ilham advanced to become the Executive Vice President/Program Manager for the
Regional Jet Division at IPTN, subsequently the Executive Vice President of the
Airplane Business Unit and then the Operation & Commercial Executive Vice
President there, a position he held until 2000. During the year 2000, IPTN
changed its name to Pt. Dirgantara Indonesia (Indonesian Aerospace). Ilham left
PT. Dirgantara Indonesia in June 2001 to pursue his career in the private
sector. From 1996 to 1998 Ilham was also the assistant to the Chairman of Badan
Pengkajan dan Penerapan Teknogi ("BPPT") for Aeronautics and Advanced
Technology. Since 2002 Ilham has held senior positions at a number of Indonesian
companies in the private sector, including CEO/President Director of PT. Ilthabi
Rekatama and Commissioner of PT. Citra Tubindo tbk, a company listed on the
Jakarta stock exchange. He has also been CEO/President of a number of aerospace
and other companies which he founded. Ilham owns 50 per cent. of Ilthabi Ltd, a
company which owns 100 per cent. of Ilthabi Sdn Bhd. As well as its stake in
Mitra (prior to Mitra's acquisition by the Company), Ilthabi Sdn Bhd also has an
investment in Aviation Support Ltd, a start up company which is to provide
aviation services. Ilham holds a PhD in aeronautical engineering from the
Technical University of Munich and a MBA from the University of Chicago. Ilham
co-founded Mitra in 2004, together with Jossy Rachmantio and Patrick Alexander.
The Acquisition
Sound Oil has acquired the entire issued share capital of Mitra in consideration
of the allotment and issue of the Consideration Shares. The Consideration Shares
have been issued credited as fully paid and, in aggregate, represent
approximately 32 per cent. of the Enlarged Share Capital.
The Placing
The Company has raised approximately £10.7 million (net of expenses) through the
Placing at a Placing Price of 7.25p per Ordinary Share. The Placing Shares have
been issued credited as fully paid and, in aggregate, represent approximately 23
per cent. of the Enlarged Share Capital.
The net proceeds of the Placing will be used principally to fund the development
and exploration programmes at Bangkanai and Citarum during the remainder of 2006
and 2007. It is expected that during this period four development wells
(including two re-entry wells) and two exploration wells will be completed at
Bangkanai and one exploration well will be completed at Citarum. The Company
expects production to commence at Bangkanai in 2008 and to fund further
exploration and development work after 2007 at Citarum and potentially in
Bangladesh from trading cash inflows, debt funding, farm-in(s) and/or the issue
of further Ordinary Shares as appropriate in the circumstances.
All matters required to be disclosed under Rule 17 of the AIM Rules for
Companies are set out in the Admission Document copies of which are available at
the offices of the Company's nominated adviser, Smith & Williamson Corporate
Finance Limited, 25 Moorgate, London EC2R 6AY.
Smith & Williamson Corporate Finance Limited, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting exclusively
for Sound Oil and no one else in connection with the Proposals and the matters
described herein and will not be responsible to anyone other than Sound Oil for
providing the protections afforded to its customers or for giving advice in
relation to the Proposals or any other matter referred to herein. This
announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities.
Definitions
In this announcement, unless the context requires otherwise, the following
expressions shall have the following meanings:
"Acquisition" the acquisition of the entire issued share capital of Mitra from
the Vendors by the Company
"Acquisition the share purchase agreement for the entire issued share capital
Agreement" of Mitra dated 23 June 2006 between: (1) the Vendors; (2) Mitra;
(3) Sound Oil International Limited and (4) the Company
"Admission" the re-admission of the Existing Shares and the admission of the
New Shares to trading on AIM becoming effective in accordance
with the AIM Rules following the Acquisition and the Placing
"Admission the document sent to Shareholders containing information on the
Document" Proposals
"AIM" the AIM market operated by the London Stock Exchange
"AIM Rules" the rules governing the operation of AIM as published by the
London Stock Exchange from time to time
"Bangladesh the Production Sharing Contract dated 16 February 1997 relating
PSC" to Bangladesh Block 22 (Chittagong Hill Tracts) entered into
between OBC, the Government of the People's Republic of
Bangladesh and Bangladesh Oil, Gas and Mineral Corporation
"Bangkanai the Production Sharing Contract dated 30 December 2003 in respect
PSC" of the Bangkanai Block East Kalimantan entered into by Badan
Pelaksana Kegiatan Usaha Hulu Minyak Dan Gas Bumi and EBE
"Board" or the Existing Directors and the Proposed Directors
"Directors"
"BPE" PT. Bumi Parahyangan Energi
"BPREC" PT. Bumi Parahyangan Ranhill Energia Citarum
"BPREC Pte." Bumi Parahyangan Ranhill Energia Citarum Pte. Ltd, a company
incorporated under the laws of Singapore, with registered number
200600938R
"Citarum PSC" the Production Sharing Contract dated 7 October 2005 in respect
of the Citarum Block West Java entered into by Badan Pelaksana
Kegiatan Usaha Hulu Minyak Dan Gas Bumi and BPREC
"Code" or the City Code on Takeovers and Mergers
"Takeover
Code"
"Company" or Sound Oil plc
"Sound Oil"
"Concert Ilham Habibie, Thareq Habibie, Jusuf Rachmantio and Patrick
Party" Alexander
"Consideration the 223,376,623 new Ordinary Shares allotted to the Vendors on
Shares" completion of the Acquisition in accordance with the terms of the
Acquisition Agreement
"EBE" Elnusa Bangkanai Energy Limited
"Enlarged the Company and its subsidiaries, associated companies and
Group" investments as enlarged by the Acquisition
"Enlarged the issued share capital of the Company at Admission comprising
Share Capital" the Existing Shares and the New Shares
"Existing the existing directors of the Company, who are Gerry Orbell, Tony
Directors" Heath, Simon Davies and Michael Nobbs
"Existing the existing 300,272,309 Ordinary Shares in issue as at the date
Shares" of the announcement of the Acquisition
"Extraordinary an extraordinary general meeting of the Company held at 10.30a.m.
General on 12 July 2006
Meeting" or
"EGM"
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000
"Hichens" Hichens Harrison & Co. plc
"London Stock London Stock Exchange plc
Exchange"
"MEB" Mitra Energia Bangkanai Limited, a company incorporated under the
laws of Mauritius, with Registered No. 53167/C2/GBL and wholly
owned by Mitra
"MEB Farm-In" The farm-in agreement between EBE and MEB dated 1 October 2004
"MEC" Mitra Energia Citarum Limited, a company incorporated under the
laws of Mauritius with Registered No. 58947/C2/GBL and wholly
owned by Mitra
"Medco" PT Medco E&P Bangkanai
"Medco The share sale and purchase agreement entered into by Medco, MEB,
Farm-In" Mitra and PT Medco Energi International TBK dated 14 March 2006
"Mitra" Mitra Energia Limited, a company incorporated under the laws of
Mauritius, with Registered No. 53116/C2/GBL
"New the new directors of the Company following Admission, who are
Directors" Jossy Rachmantio, Patrick Alexander and Ilham Habibie
"New Shares" the 392,155,039 new Ordinary Shares issued by the Company
pursuant to the Acquisition (223,376,623 Ordinary Shares) and the
Placing (161,500,000 Ordinary Shares) and including certain
Ordinary Shares issued to professional advisers and Existing
Directors (7,278,416 Ordinary Shares)
"Ordinary ordinary shares of 0.1p each in the capital of the Company
Shares"
"Panel" the Panel on Takeovers and Mergers
"Placing" the placing of the Placing Shares at the Placing Price
"Placing 7.25p per Ordinary Share
Price"
"Placing the 161,500,000 new Ordinary Shares issued by the Company
Shares" pursuant to the Placing
"Proposals" the Acquisition, Waiver, Placing and Admission
"Ranhill Ranhill Energy SDN BHD
Energy"
"Shareholders" holders of Ordinary Shares
"Shares" ordinary shares of 0.1p each in the capital of the Company
"Smith & Smith & Williamson Corporate Finance Limited
Williamson"
"UK Listing the Financial Services Authority in its capacity as the competent
Authority" authority for the purposes of the admission of securities to the
Official List
"United the United States of America (including any states of the United
States" States of America and the District of Columbia), its possessions
and territories, and all other areas subject to its jurisdiction
"US person" a US person as defined in Regulation S under the United States
Securities Act of 1933 (as amended)
"Vendors" Patrick Alexander, Jusuf Rachmantio, Ilham Habibie and Thareq
Habibie, who, through intermediate holding companies, together
own approximately 93.75 per cent. of the issued share capital of
Mitra, together with Hichens as legal owner of approximately 6.25
per cent. of the issued share capital of Mitra held in trust by
Hichens for and on behalf of the beneficial owners of such shares
"Waiver" the waiver by the Panel of the obligation of the Concert Party to
make a general offer under Rule 9 of the Code
"West Java West Java Energy Pte Ltd, a company incorporated under the laws
Energy" of Singapore
This information is provided by RNS
The company news service from the London Stock Exchange