Proposed Acquisition of Jersey Oil and Gas E&P Limited, Placing to raise approximately GBP0.82 million (gross), Directorate Appointments and Share Capital Reorganisation
Proposed Amendment to Articles of Association, Increase in Authority to Allot Shares, Disapplication of Pre-emption Rights and Change of Name to “Jersey Oil and Gas plc”
and Notice of General Meeting
Trapoil (AIM: TRAP), the independent oil and gas exploration, appraisal and production company focused on the UK Continental Shelf region of the North Sea, has told DirectorsTalk that it has agreed to acquire the entire issued and to be issued share capital of Jersey Oil and Gas E&P Limited and raise approximately GBP0.82 million (gross), subject, inter alia, to shareholder approval and completion of a capital reorganisation.
— Trapoil to acquire the entire issued and to be issued share capital of JOG for a consideration of GBP495,000, to be wholly satisfied by the issue of 2,250,000 New Ordinary Shares (the “Acquisition”).
— Company has conditionally raised, in aggregate, approximately GBP0.82 million (before expenses) to provide additional working capital, through the placing of 3,711,228 New Ordinary Shares at a placing price of 22 pence per New Ordinary Share with certain existing and new investors, via WH Ireland.
— Proposed capital reorganisation which includes, inter alia, a one for 100 share consolidation to facilitate the proposals and, conditional on completion of the Acquisition, change in the name of the Company to ‘Jersey Oil and Gas plc’.
— Andrew Benitz and Ronald Lansdell (currently founding shareholders and directors of JOG) will be appointed to the Company’s Board as Chief Executive Officer and Chief Operating Officer respectively on completion of the proposed Acquisition.
-- Refined business strategy:
o To continue to focus on maintaining, developing and exploiting a portfolio of North Sea assets with a greater focus on producing assets in order to seek to unlock the inherent value in the Group’s existing tax losses;
o To assess and acquire potential further North Sea oil and/or gas producing assets, some of which have already been identified by Jersey Oil and Gas and are currently undergoing due diligence and/or subject to ongoing commercial negotiations.
— Irrevocable undertakings obtained from the Directors, Mr Peter Gyllenhammar, Mr Paul Curtis and certain other Shareholders in respect of, in aggregate, 73,249,556 Existing Ordinary Shares, representing approximately 32.2 per cent. of the Company’s existing issued ordinary share capital, to vote in favour of all of the Resolutions.
Marcus Stanton, Non-Executive Chairman of Trapoil, commented: “We look forward to welcoming Andrew, Ronald and the rest of the JOG team to the Company. We believe that the proposed acquisition of JOG, refined business strategy and injection of new capital, presents a welcome opportunity to enable the Company to resume a growth strategy going forward and benefit from JOG’s experienced management team, in order to maximise shareholder returns in the medium and longer term. These proposals are therefore strongly recommended by the Board.”
Andrew Benitz, CEO of JOG, said: “Following the recent settlement agreement with its major creditors, there is considerable value potential within the Group with respect to its existing tax losses, its current asset portfolio – including the carry to first oil on Magnolia and the high working interest in the Romeo discovery – together with its remaining cash reserves.
“We believe that the enlarged group will be well placed to take advantage of the evolving consolidation opportunity in the North Sea, as may be demonstrated by the billions of dollars of private equity capital raised to pursue projects in the North Sea in recent months.”