Anglo African Oil & Gas PLC Put and Call Option with Zenith (3846A)
January 21 2020 - 2:00AM
UK Regulatory
TIDMAAOG
RNS Number : 3846A
Anglo African Oil & Gas PLC
21 January 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 596/2014 ("MAR").
Anglo African Oil & Gas plc ("AAOG" or "the Company")
Put and call option with Zenith
AAOG announces that it has executed the put and call option
agreement (the "Put and Call Option") with Zenith Energy Ltd
("Zenith") in the form envisaged in the term sheet entered into
between the parties and as announced on 13 January 2020.
The two options are over the residual holding of 20 per cent in
Anglo African Oil & Gas Congo SAU ("AAOG Congo") that AAOG will
retain ("the Residual Shares") following the disposal by the
Company of 80 per cent of its interest in AAOG Congo to Zenith (the
"Disposal"), which was approved by the Company's shareholders at a
general meeting held on 13 January 2020. The Disposal remains
subject to certain regulatory requirements in the Republic of the
Congo including notification to the Minister of Hydrocarbons. The
Put and Call Option is conditional upon completion of the
Disposal.
The key terms of the Put and Call Option remain as announced on
13 January 2020 and are set out below for the sake of
completeness
Call option
The Call Option over the Residual Shares requires AAOG, at
Zenith's request, to sell the Residual Shares to Zenith. The Call
Option may only be exercised by Zenith on 16 January 2021 and can
only be exercised if, as at 15 January 2021, the total production
at the Tilapia oil field has never exceeded an average of at least
2,000 boepd for any consecutive 30 day period prior to 15 January
2021.
If the Call Option is exercised, the consideration payable by
Zenith for the Residual Shares shall be an amount of GBP1,000,000
("Call Option Consideration"). The Call Option Consideration is to
be settled by the issue of ordinary shares in Zenith, the number of
ordinary shares to be issued being calculated based on a VWAP
(volume-weighted average price) of Zenith's ordinary shares in the
15-day period immediately prior to exercise of the Call Option.
Put option
The Put Option over the Residual Shares requires Zenith, at
AAOG's request, to acquire the Residual Shares from AAOG. The Put
Option may only be exercised by the Company on 16 January 2021 and
can only be exercised if, as at 15 January 2021, the total
production at the Tilapia oil field has been an average of at least
4,000 boepd for any 30 consecutive day period prior to 15 January
2021.
If the Put Option is exercised, the consideration payable by
Zenith for the Residual Shares shall be an amount of GBP2,500,000
("Put Option Consideration"). The Put Option Consideration is to be
settled by the issue of ordinary shares in Zenith, the number of
ordinary shares to be issued being calculated on a VWAP of Zenith's
ordinary shares in the 15-day period immediately prior to exercise
of the Put Option.
Enquiries:
Anglo African Oil & Gas plc info@aaog.com
James Cane, Interim Chief Executive and
Finance Director
finnCap Ltd (Nominated Adviser) Tel: +44 20 7220 0500
Christopher Raggett, Giles Rolls, Teddy
Whiley (Corporate Finance)
Camille Gochez (ECM)
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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