2 Jun 2010 14:00
Not for release, publication or distribution, in whole or in part, in or into or from Australia, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction
Afren plc (AFR LN)
Recommended acquisition of Black Marlin Energy Holdings Ltd.
London, 2 June 2010 - The Board of Afren plc ("Afren" or the "Company"), is pleased to announce that it has today reached agreement with Black Marlin Energy Holdings Ltd. ("Black Marlin") to acquire all of the issued and to be issued share capital of Black Marlin (the "Acquisition").
Transaction Highlights
The Board of Afren believes that the Acquisition of Black Marlin enhances Afren's portfolio and delivers key exploration opportunities and a strategic entry into East Africa. In particular, the Acquisition:
u Immediately establishes a core multi-country East African platform with a high impact exploration portfolio in Ethiopia, Kenya, Madagascar and the Seychelles
u Increases Afren's net prospective resources base by 1,287 mmboe in high impact rift
basins
u Adds six exploration wells expected to be drilled through 2012, targeting 910 mmboe
u Delivers a complementary portfolio extension and high growth opportunities to leverage
Afren's significant production growth
u Expected to unlock further East African opportunities via the retention of Black Marlin's
technical team
Holders of approximately 55% of Black Marlin shares, including all Board members and senior management, have entered into irrevocable undertakings to support and vote in favour of the transaction.
Transaction Terms
u Black Marlin shareholders to receive 0.3647 Afren shares for each Black Marlin share
(approximately 76.8 million Afren shares on aggregate)
u The terms of the transaction value Black Marlin at approximately C$0.51 per share, based
on the Afren volume weighted average price for the 20 trading days prior to and including 1
June 2010 of 90 pence per share, representing a premium of approximately 35% to the
share price at market close on 1 June 2010 of C$0.38
u The Acquisition will be implemented by means of a scheme of arrangement such that
Black Marlin will become a wholly owned subsidiary of Afren with expected closing on or
about the end of September 2010
Osman Shahenshah, Chief Executive of Afren, commented:
"The acquisition of Black Marlin offers a compelling strategic fit with Afren's existing portfolio and provides strong opportunities for growth. Black Marlin has exposure to numerous high impact exploration assets which, combined with Afren's cash generative West African production base and development capabilities, is a complementary extension to our established West African platform. We believe that the terms of the transaction are attractive for shareholders of both Afren and Black Marlin and we look forward to the successful completion of the Acquisition."
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For further information contact: |
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| Afren plc |
| +44 20 7451 9700 |
| Osman Shahenshah |
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| Galib Virani |
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CIBC World Markets plc Chris Folan Mark Landry
BofA Merrill Lynch Andrew Osborne
Pelham Bell Pottinger |
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+44 20 7234 6000
+44 20 7629 1000
+44 20 7861 3232 |
| James Henderson |
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| Mark Antelme
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| Finsbury |
| +44 20 7251 3801 |
| Roland Rudd Andrew Mitchell |
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Analyst Conference Call
There will be a conference call for analysts at 14:30 BST / 09:30 EST on Wednesday, 2 June 2010. To participate please dial +44 (0) 20 8515 2302 quoting "Afren Conference Call." The accompanying presentation will be available from 14:00 BST / 09:00 EST at www.afren.com. For those who wish to participate in a listen only mode, the call can also be accessed on the Company's website.
A replay facility will be available shortly afterwards on +44 (0) 20 7959 6720, access code 142966 as well as on the Company's website from 18:00 BST / 13:00 EST.
This summary should be read in conjunction with the full text of this announcement.
Introduction
The Board of Afren announced today that it has reached agreement with Black Marlin to acquire all of the issued and to be issued share capital of Black Marlin in exchange for the issue of approximately 76.8 million shares in Afren, representing a value of approximately C$106.5 million based on the Afren volume weighted average price for the 20 trading days prior to and including 1 June 2010 of 90 pence per share.
Afren and Black Marlin have entered into an Arrangement Agreement setting out, inter alia, the terms of the Acquisition and the implementation of the Arrangement. Since Black Marlin is a company organised under the laws of the BVI the Acquisition will be implemented by means of a court approved scheme of arrangement (the "Arrangement") under section 179A of the BVI Business Companies Act 2004 such that Black Marlin will become a wholly-owned subsidiary of Afren. Under the terms of the Arrangement, Black Marlin shareholders will receive 0.3647 Afren shares for each Black Marlin share. The terms of the Acquisition value Black Marlin at approximately C$0.51 per share, based on the Afren volume weighted average price for the 20 trading days prior to and including 1 June 2010 of 90 pence per share and a Canadian Dollar per British Pound exchange rate of 1.54. Approximately 76.8 million new Afren shares are to be issued to Black Marlin shareholders and optionholders.
Information on Black Marlin
Black Marlin is an independent exploration and appraisal company listed on the TSX Venture Exchange. The company holds 12 upstream exploration blocks across Ethiopia, Kenya, Madagascar and the Seychelles. Its strategy is to focus on high impact exploration opportunities.
The 12 assets cover a surface area of 128,887 km2 on a gross basis, and are all located in basins with proven petroleum systems or strong evidence of working petroleum systems. The portfolio is focused on rift basins which are geological settings that have yielded significant discoveries in Uganda, Sudan, Tanzania and Madagascar. A number of leads and prospects have already been defined to date across the acreage.
Black Marlin's asset base is detailed in the accompanying table.
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Hydrocarbons initially in place (HIIP) mmboe |
Prospective resources mmboe | |
| Country | Blocks | % Interest | Operator | Gross | Gross | Net |
| Seychelles | A,B,C | 75% | BMEL | 1,713 | 463 | 348 |
| Ethiopia | 2,6,7,8 | 30% | Africa Oil | 2,245 | 1,248 | 374 |
| Kenya | 10A | 20% | Africa Oil | 1,077 | 258 | 52 |
| Kenya(1) | 1 | 50% | BMEL | 3,755 | 751 | 376 |
| Kenya | L17/L18 | 65% | BMEL | 135 | 94 | 61 |
| Madagascar(2) | 1101 | 40% | Candax | 959 | 191 | 77 |
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| Total | 9,883 | 3,006 | 1,287 |
Source: Gaffney, Cline and Associates, McDaniel & Associates Consultants Ltd assessments; Block 1, Kenya based on Management estimates.
(1) Heads of Agreement with SomKen to increase equity to 100%
(2) Heads of Agreement with Candax to increase equity to 80% and assume operatorship
Black Marlin is not currently producing. Black Marlin's audited income statement for the financial year ended 31 December 2009 (prior to the 19 March 2010 closing of the reverse takeover of Black Marlin Energy Limited by Kristina Capital Corporation) indicated a deficit of C$6,574,010.
Black Marlin will initially be held as a wholly owned East African business unit, with the prospect of unlocking further East African opportunities. Key management, who have entered into irrevocable undertakings, have agreed to a one year lock-up on the Afren shares they will receive in exchange for their Black Marlin options.
Black Marlin Key Management
Richard Schmitt (President and CEO)
Richard Schmitt holds a B.Sc. in Geological Sciences from the University of Aston in Birmingham, England. Richard has over 32 years of diverse international experience in the upstream oil and gas industry with expertise in exploration, exploitation, operations and new ventures. A significant part of his career has been spent managing and developing projects in Yemen, culminating in 5 years as Occidental's President and General Manager in that country. Prior to his current role, Richard was President and CEO of Africa Oil Corp.
Barrington Rogers (COO)
Barry Rogers brings 35 years of experience to his role as Chief Operating Officer of Black Marlin Energy. A geologist and geophysicist, Barry spent his formative years on the service side of the industry as a seismic processor before joining BP. This was followed by a move to Enterprise Oil, working in the Europe, Africa and South-East Asia business units before several years with smaller independents in the Middle East. Barry oversees the continuing exploration of Black Marlin's acreage position throughout East Africa.
Mike Watson (UPSL - Chief Operating Officer)
Mike Watson has over 15 years of experience in the seismic exploration industry. A graduate in Electronic engineering, Mike started his career with Geophysical Services Incorporation (GSI) in the 3D multi streamer offshore data acquisition sector. Employment periods with A&B Geoscience (Canada) and SeaBird Exploration (Norway) has further allowed career advancement into management postings over the past five years.
Eddie Harney (HSE Manager)
Eddie Harney brings with him over 18 years of experience in the industry having previously worked offshore for Western Geophysical (WesternGeco) in several roles culminating in a five year period as Party Chief on a number of multi-streamer vessels. Mr Harney has also worked offshore as Party Chief for Seabird Exploration and more recently for Seabird Exploration in the role of Operations Manager.
Jeremy Martin (Country Manager, Kenya)
Jeremy Martin holds a B.Sc Hons. in geology from the Sir John Cass School of Geology in London. He has 20 years of oil industry experience. Following Sandhurst and a short service commission with the British Army, he spent 6 years with the DTC in Angola and Zaire. In 1989 Jeremy was recruited by Enterprise Oil to establish their operations in Vietnam. He then became Country Manager for Premier Oil in Cambodia followed by managerial roles in Bay of Cambay, India and the Delta Region, Nigeria. Prior to joining Black Marlin, Jeremy managed the exploration activities for Madagascar Oil.
Terence Nilsen (Senior Geophysicist)
Terence Nilsen is the Chief Explorationist of East African Exploration Limited, a wholly owned subsidiary of Black Marlin Energy Limited. He has a B.Sc. Honours (Geology) from University of Western Australia (1985). Terence has over 20 years in the Oil & Gas business within a diverse range of companies. Terence is proficient in basin to field scale geophysical and geological interpretation and the generation of new play concepts, leads and prospects.
Rationale for the Acquisition
The Board of Afren believes that the acquisition of Black Marlin enhances Afren's exploration portfolio and delivers high impact opportunities and a strategic entry to East Africa. Black Marlin's portfolio represents an attractive multi-country entry position in a region that continues to emerge as an exploration area of major global interest, particularly following significant recent oil and gas discoveries.
The Acquisition will complement Afren's existing portfolio, increasing the Company's prospective resource base, and adding several high impact exploration wells currently intended to be drilled through 2012 in four countries. It will allow the Company to leverage its strong financial position derived from its highly cash generative production base in West Africa. Afren estimates the net cost of the expected seismic acquisition and drilling work programme associated with Black Marlin's portfolio to be US$98 million over the period 2010 to 2012, of which US$14 million is expected in 2010 and US$46 million in 2011, which is expected to be internally funded from future production revenues generated from the Company's existing asset base.
The enlarged Company will hold 27 assets across nine countries with net 2P reserves and Contingent Resources of 113 mmboe and net prospective resources of approximately 2,340 mmboe. Afren is expecting an average daily production of 60,000 boepd in H1 2011.
Recommendation
Black Marlin has engaged RBC Capital Markets Inc. and GMP Securities L.P. as its financial advisors in connection with the Acquisition.
The Directors of Black Marlin, who have so received financial advice from RBC Capital Markets, consider the terms of the Acquisition to be fair and reasonable and unanimously recommend Black Marlin shareholders vote in favour of the Arrangement, as they have agreed to do in respect of their own beneficial interests in Black Marlin shares. RBC Capital Markets has provided an opinion to the Board of Directors of Black Marlin that the exchange ratio is fair, from a financial point of view, to Black Marlin shareholders.
Irrevocable undertakings and holdings
Afren has received irrevocable undertakings to support and vote in favour of the Arrangement from the Directors of Black Marlin and senior officers and certain other shareholders in respect of a total of 111.3 million Black Marlin shares representing approximately 55% percent of the existing issued share capital of Black Marlin. These irrevocable undertakings are terminable only upon the termination of the Arrangement Agreement in accordance with its terms.
Scheme of Arrangement
It is expected that the information circular relating to the Arrangement will be posted to Black Marlin shareholders in July 2010 and that, subject to the satisfaction, or where relevant waiver, of all relevant conditions, the Arrangement will become effective and the Acquisition completed by the end of September 2010.
The share exchange ratio was determined by taking into account the share capital of Black Marlin on a fully diluted basis.
The terms of the Acquisition value Black Marlin at approximately C$0.51 per share, based on the Afren volume weighted average price for the 20 trading days prior to and including 1 June 2010 of 90 pence per share and a Canadian Dollar per British Pound exchange rate of 1.54. Approximately 76.8 million new Afren shares are to be issued to Black Marlin shareholders and optionholders.
Upon completion of the Acquisition, Black Marlin shareholders and optionholders will hold approximately 7.9 percent, and Afren shareholders will hold approximately 92.1 percent, of Afren's enlarged resultant issued share capital.
The Acquisition is conditional on, among other things, the sanction of the Arrangement by the BVI Court. The Arrangement must also be approved by a majority in number of Black Marlin shareholders voting, representing at least three-fourths in value of the Black Marlin shares that are voted, at a special meeting of Black Marlin shareholders to be convened in accordance with the order of the BVI Court.
The Acquisition is also conditional on the approval by the holders of a majority of Afren shares attending and entitled to vote at a shareholder general meeting that Afren intends to convene to consider the Acquisition. Afren intends to circulate a shareholder circular setting out further details on this Acquisition ahead of this shareholder general meeting, in accordance with the provisions of the UK Listing Rules.
The Arrangement Agreement contains customary non-solicitation provisions which restrict Black Marlin from soliciting or entertaining third party acquisition proposals, subject to a "fiduciary out" and a matching right in favour of Afren.
Black Marlin Share Options
In connection with the Arrangement, 18.8 million outstanding options to acquire Black Marlin shares will be cancelled in exchange for an issuance of an aggregate of approximately 2.9 million Afren shares to such optionholders to be allocated based on the value of the various options. The remaining 1.0 million outstanding options to acquire Black Marlin shares will be converted into options to acquire Afren shares on substantially equivalent terms and conditions.
Inducement Fee
Pursuant to the Arrangement Agreement, Black Marlin has agreed to pay Afren an inducement fee of US$4.0 million if the Arrangement Agreement is terminated in the following circumstances:
● The Arrangement does not receive the requisite Black Marlin shareholder approval in circumstances where a competing acquisition proposal from another bidder is received prior to the Black Marlin shareholder meeting and within 12 months of termination of the Arrangement Agreement where Black Marlin enters into or completes a change of control transaction with another party;
● Afren terminates the Arrangement Agreement in circumstances where Black Marlin has breached its non-solicitation obligations or in circumstances where there has been wilful or intentional breach by Black Marlin of its covenants under the Arrangement Agreement;
● Afren terminates the Arrangement Agreement in circumstances where the Black Marlin Board has withdrawn, modified or qualified adversely its recommendation and approval for the Acquisition, approves a competing acquisition proposal or enters into a binding agreement in relation to such a proposal, or fails to recommend or re-affirm its recommendation within five business days of a request to do so by Afren after a competing acquisition proposal is made to Black Marlin;
● Black Marlin terminates the Arrangement Agreement in order to enter into a written agreement with regard to a superior competing acquisition proposal; or
● Afren terminates the Arrangement Agreement in circumstances where the Black Marlin shareholder meeting has been cancelled, postponed or adjourned by Black Marlin in breach of its obligations under the agreement.
Pursuant to the Arrangement Agreement, Black Marlin has agreed to pay Afren up to US$2.0 million on account of Afren's reasonably incurred expenses in connection with the Arrangement Agreement if the Arrangement Agreement is terminated in the following circumstances:
● The Arrangement does not receive the requisite approval at Black Marlin's shareholder meeting; or
● Afren terminates the Arrangement Agreement as a result of any breach by the Purchaser of its covenants under the Arrangement Agreement (other than a breach that would trigger the inducement fee).
Pursuant to the Arrangement Agreement, Afren has agreed to pay Black Marlin up to US$2.0 million on account of Black Marlin's reasonably incurred expenses in connection with the Arrangement Agreement if the Arrangement Agreement is terminated in the following circumstances:
● The Arrangement does not receive the requisite approval at Afren's shareholder meeting; or
● Black Marlin terminates the Arrangement Agreement as a result of any breach by Afren of its covenants under the Arrangement Agreement.
Delisting of Black Marlin
If the Acquisition becomes effective, the Black Marlin shares will be delisted from the TSX Venture Exchange.
Overseas Shareholders of Black Marlin
The participation in the Acquisition and the Arrangement by persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements. Further details in relation to Overseas Shareholders will be contained in the Acquisition Document.
Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
This announcement has been prepared for the purposes of complying with English law and the Listing Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
Unless otherwise determined by Afren, and permitted by applicable law and regulation, the Afren shares to be issued in connection with this Acquisition will not be issued directly to shareholders in and will not be capable of acceptance in or from any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction. Copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction. Persons receiving this announcement (including custodians, nominees and trustees) should observe these restrictions and should not send or distribute this announcement in, into or from any such jurisdictions.
General
The Acquisition is subject to the terms and conditions of the Arrangement Agreement which will be described in the Arrangement Document, which Black Marlin intends to mail to its shareholders in July. The Arrangement Document will include a letter of recommendation from the Chairman of Black Marlin and a Form of Proxy. The Arrangement Document and Form of Proxy will be made available to all Black Marlin shareholders at no cost to them. Black Marlin shareholders are advised to read the Arrangement Document and the accompanying Form of Proxy when they are sent to them because they will contain important information.
This announcement is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction.
Forward Looking Statements
This announcement may include certain "forward looking statements". These statements are based on the current expectations of the management of Black Marlin and Afren and are naturally subject to uncertainty and changes in circumstances. Any forward-looking statements contained herein include statements about the expected effects on Afren of the Acquisition, the expected timing and scope of the Acquisition, and all other statements in this announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates", "plans", "strategy", "will", "should", "may" and words of similar import. These forward looking statements are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, and Afren's ability successfully to integrate the operations and employees of Black Marlin, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, costs associated with research and development, changes in the prospects for products in the research and development pipeline of Afren or Black Marlin, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither Black Marlin nor Afren undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Definitions
The following definitions apply throughout this announcement unless the context otherwise requires:
| "Acquisition Document" | the document to be despatched by Black Marlin describing the terms and conditions of the Acquisition and the Arrangement; |
| "Acquisition" | the acquisition of the entire issued and to be issued share capital of Black Marlin, on the terms to be described in the Arrangement Document; |
| "Black Marlin optionholders" | holders of options to acquire Black Marlin shares; |
| "Black Marlin shareholders" | holders of Black Marlin shares; |
| "Black Marlin shares" | the existing issued and fully paid common shares in the capital of Black Marlin and any further such shares which are issued before the Arrangement becomes effective; |
| "Board" or "Directors" | the board of directors of Afren or Black Marlin (as the context requires), in each case at the date of this announcement; |
| "C$" | Canadian dollars, being the lawful currency of the Canada; |
| "Form of Proxy" | the form of proxy and authority relating to the Arrangement to be despatched to Black Marlin shareholders with the Acquisition Document; |
| "Listing Rules" | the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority's publication of the same name; |
| "LSE" | London Stock Exchange |
| "Overseas Shareholders" | means Black Marlin shareholders who reside outside the United Kingdom, the United States, the British Virgin Islands and Canada; |
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland; |
| "United States of America", "US" or "United States" | the United States of America, its possessions and territories, all areas subject to its jurisdiction or any subdivision thereof, any State of the United States and the District of Columbia; |
| "US$" | US dollars, being the lawful currency of the United States; |
Notes to Editors
Afren
Afren is an African focused independent oil and gas exploration and production company listed on the main market of the London Stock Exchange and a constituent of the FTSE 250. Afren is currently producing from its assets offshore Nigeria and Côte d'Ivoire, with a significant appraisal and development project due onstream in 2010 from Nigeria. Afren has operated exploration interests in Ghana, Côte d'Ivoire and Nigeria, with minority exploration interests in Congo Brazzaville and the Joint Development Zone of Nigeria - São Tomé & Príncipe. For further information please refer to www.afren.com.
Black Marlin
Black Marlin Energy is an independent exploration and appraisal company listed on the TSXVenture Exchange (ticker symbol: BLM). The company holds 12 exploration blocks in Kenya, Ethiopia, Madagascar and the Seychelles. Its strategy is to focus on exploration opportunities where the potential for large discoveries exists in under-explored basins.
CIBC
CIBC World Markets plc acted as Exclusive Financial Advisor to Afren on the Acquisition.
BofA Merrill Lynch
Merrill Lynch International ("BofA Merrill Lynch"), a subsidiary of Bank of America Corporation, is acting as corporate broker exclusively for Afren in connection with Acquisition and for no one else and will not be responsible to anyone other than Afren for providing the protections afforded to its clients or for providing advice in relation to the Acquisition.
Ends.