TIDMIOG
RNS Number : 0555D
IOG PLC
16 June 2023
16 June 2023
IOG plc
Proposed short-term Bond amendments
IOG plc ("IOG", or "the Company"), (AIM: IOG.L) provides a
further update following the RNS of earlier today regarding
discussions with bondholders.
As stated, one of the Company's key objectives is to create a
stable period to address both near-term pressures and the
longer-term bond maturity. In that context, the Company has
requested bondholders to consider certain short-term amendments to
the Bond, notably:
-- that the minimum Interest Cover Ratio requirement pursuant to
paragraph 13.20(c) of the Bond Terms with respect to the Relevant
Period ending on 30 June 2023 is waived;
-- as indicated earlier, that the payment date for the interest
payment due to be made on 20 June 2023 pursuant to paragraph 9.2 of
the Bond Terms is deferred from 20 June 2023 to 31 July 2023 (with
those funds remaining in the Debt Service Reserve Account);
-- that any event of default arising out of cross default from a
claimed event of default under the subordinated LOG convertible
loan note is waived until 31 July 2023.
A summons for a written resolution ("the Proposed Resolution")
reflecting the above is being issued to bondholders seeking
approval of these amendments. The Company has received voting
undertakings of support to vote in favour of the Proposed
Resolution from bondholders controlling more than 50% of the Voting
Bonds.
Rupert Newall, CEO, commented:
"As noted earlier, we are engaging constructively with our
bondholders to ensure that the Company is best positioned to
deliver value for its stakeholders. That includes these proposed
short-term amendments to the Bond, for which I am pleased to say we
already have voting undertakings in support from bondholders
controlling more than 50% of the voting bonds. As ever we will keep
the market updated on progress."
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with
the company's obligations under Article 17 of MAR.
Enquiries:
IOG plc
Rupert Newall (CEO)
James Chance (Head of Capital Markets & ESG) +44 (0) 20 7036 1400
finnCap Ltd
Christopher Raggett / Simon Hicks +44 (0) 20 7220 0500
Peel Hunt LLP
Richard Crichton / David McKeown +44 (0) 20 7418 8900
Vigo Consulting
Patrick d'Ancona / Finlay Thomson +44 (0) 20 7390 0230
About IOG:
IOG is a UK developer and producer of indigenous offshore gas.
The Company began producing gas in March 2022 via its offshore and
onshore Saturn Banks production infrastructure. In addition to its
production assets, IOG operates several UK Southern North Sea
licences containing gas discoveries and prospects which, subject to
future investment decisions, may be commercialised through the
Saturn Banks infrastructure. All its assets are co-owned 50:50 with
its joint venture partner CalEnergy Resources (UK) Limited. Further
details of its portfolio can be found at www.iog.co.uk .
Denne meldingen til obligasjonseierne er kun utarbeidet på
engelsk. For informasjon vennligst kontakt Nordic Trustee AS.
To the bondholders of:
ISIN: NO0010863236 Independent Oil and Gas plc. FRN senior secured
EUR 130,000,000 bond 2019/2024
Oslo, 16 June 2023
Summons for a written resolution
Nordic Trustee AS (the "Bond Trustee") acts as bond trustee for
the holders of bonds (the "Bondholders") in the above mentioned
bond issue with ISIN NO0010863236 (the "Bonds") issued by IOG plc.
(previously known as Independent Oil and Gas plc.) as issuer (the
"Issuer") pursuant to the bond terms made between the Bond Trustee
and the Issuer dated 19 September 2019 (the "Bond Terms").
All capitalised terms used, but not defined, herein shall have
the meaning assigned to them in the Bond Terms, unless otherwise
stated herein. References to Clauses and paragraphs are references
to Clauses and paragraphs in the Bond Terms.
The Bond Trustee has issued this summons for a Written
Resolution pursuant to a request from the Issuer, in accordance
with the Bond Terms.
The information in this summons (the "Summons") regarding the
Issuer, market conditions and described transactions is provided by
the Issuer, and the Bond Trustee expressly disclaims all liability
whatsoever related to such information. Bondholders are encouraged
to read this Summons in its entirety.
1 background
The Bond Trustee has been informed by the Issuer that it is
seeking certain waivers to the Bond Terms as further described
below.
As a consequence of the sharp fall in gas prices during the
course of 2023 and the delay in bringing Blythe H2 on to production
at the expected gas flow rate, the liquidity position of the
Company has become an important area of focus. The Company is
looking to maintain an adequate liquidity buffer to secure
stability during its process of discussions with bondholders. The
purpose of these discussions is:
a) to secure pre-emptive waivers of potential covenant breaches;
b) to agree measures to enable the Company to withstand short
term consequences of recent gas price developments; and
c) to explore the most effective means of addressing the
maturity of the bond in September 2024.
In addition to self-help measures taken by the Company,
liquidity is also impacted by the requirement to pay cash interest
on the Bond, with the next payment due on 20 June 2023. Whilst
discussions between the Company and the Ad-Hoc Group (as defined
below) of Bondholders progress, it is important for stability that
the payment date for the next interest payment be deferred to 31
July 2023. The current balance held on the debt service retention
account is EUR3.11 million, and will remain in place until the
proposed deferred coupon date.
Alleviation of the constraints and demands on the Company's
liquidity resulting from the Bond Terms would not only directly
benefit the Company but would be likely to have a significantly
beneficial impact on the outcome of other self-help measures. Any
self-help measures will be considerably more difficult if there is
an impending breach of Bond Terms, including financial covenants,
as at 30 June 2023.
The Issuer has further made the Bond Trustee aware that pursuant
to the LOG Debt held by London Oil and Gas ("LOG") it is an
immediate event of default if, by reason of actual or anticipated
financial difficulties, any member of the Group commences
negotiations with one or more of its creditors (excluding LOG) with
a view to rescheduling any of its indebtedness.
This means that, unless an amendment is agreed, a cross default
in respect of the LOG Debt may be triggered under the Bond Terms as
a result of negotiations between the Issuer and the Bondholders.
The LOG Debt is subject to a subordination agreement with the Bond
Trustee which inter alia restricts LOG from taking action against
IOG whilst amounts due under the Bonds remain outstanding.
Accordingly, LOG's ability to do anything as a result of any
default under the LOG Debt will be severely limited. However, a
cross default provision exists whereby IOG would trigger an event
of default under the Bond Terms in the event that any creditor
(including LOG) became entitled to declare financial indebtedness
due and payable prior to its maturity date as a result of the event
of default.
Consequently, it is requested that the Bond Terms are amended so
that a default under the Bond Terms arising out of cross default
from a claimed LOG Debt event of default due to discussions taking
place between the Issuer and Bondholders is waived until 31 July
2023, as further specified in item 2 below.
The Issuer has informed the Bond Trustee that it has received
voting undertakings in support of the Proposal from Bondholders
controlling more than 50 per cent. of the Voting Bonds (the "Ad-Hoc
Group").
The Ad-Hoc Group contemplates to engage ABG Sundal Collier ASA
("ABGSC") as advisor to the Bond Trustee (on behalf of itself and
the Bondholders). The Issuer has agreed to cover the fees of ABGSC.
However, in the event that the Issuer does not cover the fees of
ABGSC, it is contemplated that the Bond Trustee shall be authorised
to cover such unpaid fees from the recovery of the Bondholders
under the Finance Documents, limited to 1% of the aggregate Nominal
Amount of the Outstanding Bonds at the date of this Summons.
2 The PROPOSAL
Based on the above, the Issuer has requested the Bond Trustee to
summon a Written Resolution to propose that the Bondholders resolve
to approve the following resolution (the "Proposal"):
(a) that the minimum Interest Cover Ratio requirement pursuant
to paragraph 13.20(c) of the Bond Terms with respect to the
Relevant Period ending on 30 June 2023 is waived;
(b) that the payment date for the interest payment due to be
made by the Issuer on 20 June 2023 pursuant to paragraph 9.2 of the
Bond Terms is deferred from 20 June 2023 to 31 July 2023 (and shall
be payable to the holders of the Bonds on such deferred payment
date with the record date for the payment being two Business Days
prior to such deferred payment date, and for the avoidance of doubt
no additional interest shall accrue on such amounts as a result of
the deferral);
(c) that any event of default under the Bond Terms pursuant to
paragraph 14.1(e) arising out of a composition, compromise,
assignment or arrangement with any creditor (including LOG) in
connection with the circumstances described above is waived until
31 July 2023;
(d) that any event of default under the Bond Terms pursuant to
paragraph 14.1(d)(iv) arising out of cross default from a claimed
event of default under the LOG Debt caused by discussions taking
place or any agreement or arrangement being entered into between
the Company and Bondholders (as well as the Company and any other
creditor of the Company) is waived until 31 July 2023, and the
Bondholders consent to the Issuer entering into negotiations with
LOG to agree a formal written waiver of any event of default under
the LOG Debt caused by the above;
(e) that the Bondholders confirm that all fees, costs and
expenses incurred by the Bond Trustee in connection with the
engagement of ABGSC, to the extent not covered by the Issuer, shall
be treated in the same manner as fees, costs and expenses incurred
under the Bond Trustee Fee Agreement, including, but not limited
to:
(i) that any Partial Payment received shall firstly be used to
settlement of fees, costs and expenses incurred by the Bond Trustee
prior to payment of any amounts outstanding under the Bond Terms,
cf. Clause 8.3 (Partial Payments) of the Bond Terms; and
(ii) that the Bond Trustee may make a reduction in the
Bondholders' proceeds equal to the amount owed to ABGSC in the
event that the Issuer does not reimburse the Bond Trustee's
incurred fees, costs and expenses, cf. paragraph (g) of Clause 16.4
(Expenses, liability and indemnity) of the Bond Terms; and
(f) that the Bond Trustee shall be authorised and instructed to
implement and effect the Proposal.
The Proposal shall take effect from the date on which it has
been duly approved by the necessary 2/3 majority of Voting Bonds as
per Clause 15.5 (Written Resolutions). Upon such approval, the
Issuer and the Bond Trustee shall enter into an amendment agreement
documenting the waivers granted herein.
Other than the waivers and amendments contemplated by the
Proposal (including any necessary logical and/or related
adjustments), the Bond Terms shall remain unchanged and continue to
apply in their existing form.
3 evaluation of the PROPOSAL
The Proposal is put forward to the Bondholders without further
evaluation or recommendation from the Bond Trustee, and the Bond
Trustee emphasises that each Bondholder should cast its vote based
on its own evaluation of the Proposal. Nothing herein shall
constitute a recommendation to the Bondholders by the Bond
Trustee.
The Bondholders must independently evaluate whether the Proposal
is acceptable and vote accordingly. The Bond Trustee urges each
Bondholder to seek advice in order to evaluate the Proposal.
4 Further information
Subject to adoption of the Proposed Resolution, the Bond Trustee
will (on behalf of itself and the Bondholders) retain ABGSC as
financial advisor (the "Advisor"). Bondholders may contact the
Advisor for further information:
Ola Nygård, +47 41 21 34 10, projectatom@abgsc.no
Harald Erichsen, +47 48 01 60 23, projectatom@abgsc.no .
The Advisor acts solely for the Bond Trustee and the Bondholders
and no-one else in connection with the Proposal. No due diligence
investigations have been carried out by the Advisor with respect to
the Issuer, and the Advisor expressly disclaims any and all
liability whatsoever in connection with the Proposal (including but
not limited to in respect of the information herein).
For further questions to the Bond Trustee, please contact Lars
Erik Lærum, +47 22 87 94 06, laerum@nordictrustee.com .
5 written resolution
Bondholders are hereby provided with a voting request for a
Written Resolution pursuant to Clause 15.5 (Written Resolutions).
For the avoidance of doubt, no Bondholders' Meeting will be
held.
It is proposed that the Bondholders resolve the following (the
"Proposed Resolution"):
"The Bondholders approve the Proposal as described in section 2
(The Proposal) of this Summons on the conditions set out
herein.
The Bondholders approve and instruct the Bond Trustee to engage
ABGSC on the terms set out herein.
The Bond Trustee is hereby authorized to implement the Proposal
and carry out other necessary work to implement the Proposal,
including to prepare, negotiate, finalize and enter into all
necessary agreements in connection with documenting the decisions
made by way of this Written Resolution as well as carry out
necessary completion work, including agreeing on necessary
amendments to the Bond Terms and other Finance Documents."
* * * *
Voting Period: The Voting Period shall expire ten (10) Business
Days after the date of this Summons, being on 3 July 2023 at 16:00
Oslo time. The Bond Trustee must have received all votes necessary
in order for the Written Resolution to be passed with the requisite
majority under the Bond Terms prior to the expiration of the Voting
Period.
How to vote: A scan of a duly completed and signed voting form
(attached hereto as Appendix 1), together with proof of
ownership/holdings must be received by the Bond Trustee no later
than at the end of the Voting Period and must be submitted by
e-mail to mail@nordictrustee.com .
A Proposed Resolution will be passed if either: (a) Bondholders
representing at least a 2/3 majority of the total number of Voting
Bonds vote in favour of the relevant Proposed Resolution prior to
the expiry of the Voting Period; or (b) (i) a quorum representing
at least 50% of the total number of Voting Bonds submits a timely
response to the Summons and (ii) the votes cast in favour of the
relevant Proposed Resolution represent at least a 2/3 majority of
the Voting Bonds that timely responded to the Summons.
If no resolution is passed prior to the expiry of the Voting
Period, the number of votes shall be calculated at the expiry of
the Voting Period, and a decision will be made based on the quorum
and majority requirements set out in Clause 15.1 (Authority of the
Bondholders' Meetings).
The effective date of a Written Resolution passed prior to the
expiry of the Voting Period is the date when the resolution is
approved by the last Bondholder that results in the necessary
voting majority being achieved.
If the above resolution is not adopted as proposed herein, the
Bond Terms and other Finance Documents will remain unchanged.
Yours sincerely,
Nordic Trustee AS
Appendices:
Appendix 1 - Voting form
Appendix 1: Voting Form - Written Resolution
ISIN NO0010863236 Independent Oil and Gas plc. FRN senior
: secured EUR 130,000,000 bond 2019/2024
The undersigned holder or authorised person/entity, votes in the
following manner to the Proposed Resolution as defined in the
Summons for a Written Resolution dated 16 June 2023:
In favour of the Proposed Resolution
Against the Proposed Resolution
ISIN Amount of bonds owned
NO0010863236
Custodian Name Account number at Custodian
----------------------------
Company Day time telephone number
----------------------------
E-mail
----------------------------
Enclosed to this form is the complete printout from our
custodian/VPS ([1]) , verifying our bondholding in the bond issue
as of ______________________ 2023.
We acknowledge that Nordic Trustee AS in relation to the Written
Resolution for verification purpose may obtain information
regarding our holding of Bonds on the above stated account in the
securities register VPS.
We consent to the following information being shared with the
Advisor:
Our identity and amounts of Bonds owned
Our vote
_____________________ ___________________________________________
Place, date Authorized signature
Return by mail:
Nordic Trustee AS
PO Box 1470 Vika
N-0116 Oslo
Norway
Telephone: +47 22 87 94 00
E-mail: mail@nordictrustee.com
[1] If the Bonds are held in custody other than in the VPS,
evidence provided from the custodian confirming that (i) you are
the owner of the Bonds, (ii) in which account number the Bonds are
held, and (iii) the amount of Bonds owned.
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END
MSCNKABQPBKDKAD
(END) Dow Jones Newswires
June 16, 2023 11:53 ET (15:53 GMT)
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