Gulfsands Petroleum PLC Secured Term Financing Facility (0175X)
February 16 2017 - 2:00AM
UK Regulatory
TIDMGPX
RNS Number : 0175X
Gulfsands Petroleum PLC
16 February 2017
GULFSANDS PETROLEUM PLC
Certain statements included herein constitute "forward-looking
statements" within the meaning of applicable securities
legislation. These forward-looking statements are based on certain
assumptions made by Gulfsands and as such are not a guarantee of
future performance. Actual results could differ materially from
those expressed or implied in such forward-looking statements due
to factors such as general economic and market conditions,
increased costs of production or a decline in oil and gas prices.
Gulfsands is under no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable
laws.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via Regulatory Information Service
("RIS"), this inside information is now considered to be in the
public domain. If you have any queries on this, then please contact
Andrew Morris, the Finance Director of the Company (responsible for
arranging release of this announcement) at 4th Floor, 1 Royal
Exchange Avenue, London EC3V 3LT or on +44 (0) 207 464 4490.
16 February 2017
Secured Term Financing Facility of up to GBP4 million
Gulfsands Petroleum plc ("Gulfsands", the "Group" or the
"Company" - AIM: GPX), the oil and gas company with activities in
Syria, Tunisia, Colombia and Morocco, is pleased to announce that
it has today finalised a Secured Term Facility of up to GBP4
million (the "Facility") with its Major Shareholders (the
"Lenders").
The Lenders are Waterford Finance & Investment Limited,
Blake Holdings Limited (a company controlled by Mr. Richard
Griffiths) and ME Investments Limited. Their participation levels
within the Facility are as follows:
Name of Lender Commitment
Waterford Finance & GBP1,492,000 (37.30%)
Investment Limited GBP1,258,000 (31.45%)
Blake Holdings Limited GBP1,250,000 (31.25%)
ME Investments Limited
TOTAL GBP4,000,000 (100%)
The Facility is available for drawdown by the Company in five
equal tranches of GBP800,000, the first available immediately upon
the satisfaction of various administrative conditions precedent,
and the further tranches being available on or after 31 March 2017,
30 June 2017, 30 September 2017 and 31 December 2017. The first two
tranches, being the immediate tranche and the one on 31 March 2017,
are committed by the Lenders, while the final three tranches,
although the terms are agreed, are subject to re-approval by each
of the Lenders prior to each drawdown request.
Interest on loans made (together with accrued fees and interest)
shall run at 7% per annum. A commitment fee of 1% per annum shall
run on any undrawn proportion of the Facility. All fees and
interest accrue quarterly until maturity.
All, or part, of the undrawn portion of the Facility may be
cancelled at any time by the Company. The Company may prepay the
whole or any part (if at least GBP800,000) of the outstanding
amounts at any time subject to paying a 10% premium on the amount
pre-paid.
The proceeds will be used for general and administrative
expenses of the Group and for working capital purposes and, based
on current forecasts, if fully drawn down, are anticipated to fund
the Company through to the first half of 2018. It is the intention
of the Board to seek equity financing for the Group in due course.
If an equity raise takes place the Lenders will be entitled to be
pre-paid on the terms noted above, provided the Lenders agree that
the full amount to be pre-paid is subscribed for equity in such
equity raise.
The maturity date of the Facility is 3 years from the first
drawdown date, at which date all outstanding amounts will be
repayable in cash unless the Company has exercised an equity
conversion right. Pursuant to that right, the outstanding amounts
to be repaid may be converted at the Company's option into shares
of the Company at a price equal to the lower of (i) the 90 day
average closing price at the time of repayment and (ii) the lowest
price at which the Company has raised equity capital during the
life of the Facility.
The Facility is secured: by a mortgage over the shares of the
Company's direct subsidiary, Gulfsands Petroleum Limited; by a
charge over certain intercompany receivables of the Company; by a
charge over certain bank accounts of the Company (should the
Lenders require such a charge to be created); and through the issue
of one ordinary share in the share capital of Gulfsands Petroleum
Limited to the security trustee. The security trustee for the
Facility is Weighbridge Trust. The articles of association of
Gulfsands Petroleum Limited have also been amended to include
certain reserved matters requiring unanimous shareholder consent,
pre-emption provisions and compulsory transfer provisions. In
addition to the right to enforce the security, on an
insolvency-related event of default, the Lenders have the right to
convert outstanding amounts under the Facility into a direct equity
holding in Gulfsands Petroleum Limited, at a fair price (from a
financial point of view taking into account all relevant
circumstances) to be determined by an expert at the time.
Entering into this Facility Agreement by the Lenders is
considered a related party transaction pursuant to the AIM Rules.
The independent Directors of Gulfsands for the purposes of this
transaction (being John Bell, Andrew Morris, Richard Milne and Joe
Darby) consider, having consulted with the Company's Nominated
Adviser, that the terms of the Facility are fair and reasonable
insofar as the shareholders of Gulfsands are concerned.
For further information, please refer to the Company's website
at www.gulfsands.com or contact:
Gulfsands Petroleum Plc +44 (0)20 7464 4490
John Bell, Managing Director
Andrew Morris, Finance Director
James Ede-Golightly, Non-Executive Chairman
Cantor Fitzgerald Europe
Sarah Wharry
Craig Francis +44 (0)20 7894 7000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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