VAALCO Energy, Inc. (NYSE: EGY; LSE: EGY)
("
VAALCO") and TransGlobe Energy Corporation (TSX:
TGL; NASDAQ: TGA; AIM: TGL) ("
TransGlobe") (VAALCO
and TransGlobe together, the "
Combined Company"),
announces that VAALCO’s Board has approved a share buy-back program
of up to US$30 million, equivalent to up to US$0.27/share(1), to be
commenced promptly subject to completion of the proposed
combination (the “
Transaction”) of VAALCO and
TransGlobe taking place.
The proposed share buy-back is in addition to
the previously announced post-closing targeted dividend of US$28
million for 2023, or US$0.25/share annually. The dividend is to be
paid quarterly, with the first payment to be made in the first
quarter post completion.
VAALCO has posted an updated presentation on its
website, providing updated and supplemental information on the
Transaction announced on July 14, 2022. Additionally, VAALCO’s
presentation is accompanied by a podcast hosted by VAALCO’s Chief
Executive Officer, George Maxwell, and Chief Financial Officer, Ron
Bain. This podcast will be uploaded to VAALCO’s website in the
Investor Relations tab under News and Events.
TransGlobe has also posted an updated
presentation on its website, providing updated and supplemental
information on the Transaction announced on July 14, 2022.
Additionally, TransGlobe’s Chairman, David Cook, and Chief
Executive Officer, Randy Neely, alongside VAALCO Chief Executive
Officer, George Maxwell, will also be hosting a webcast for
TransGlobe shareholders on August 10, 2022. Joining instructions
for the webcast are provided below.
George Maxwell, VAALCO’s Chief Executive
Officer commented, “I am pleased that VAALCO’s Board has
approved a share buy-back program of up to US$30 million
(equivalent to up to US$0.27/share(1)) that will come into effect
subject to the combination transaction being completed. We believe
this further enhances the value of the transaction to both sets of
shareholders and demonstrates the strength of the cash flows that
we expect the Combined Company to generate. The proposed share
buy-back is in addition to the US$28 million (or US$0.25/ share)
annually that we have targeted as shareholder dividends, payable on
a quarterly basis, following the transaction closing. By combining
these two companies we are able to build scale, a stronger balance
sheet and a more material and diversified baseline of production.
This should allow us to generate meaningful cash flow to fund
increased shareholder dividends, share buy-backs and potential
supplemental shareholder returns at a rate that would not be
achievable by either of VAALCO or TransGlobe on a standalone basis.
We also believe that the enhanced scale and profile of the Combined
Company is deserving of improved valuation multiples. We believe
that a potential increase in the valuation of the Combined Company
coupled with up to an equivalent of $0.52 cents per diluted share,
in post-closing dividends and share buy-backs(1), presents a clear
and compelling value proposition for this transaction.”
“There is significant inherent value within the
Combined Company’s portfolio, with a large reserve base,
substantial upside potential across the enlarged resource base, and
strong production, with mid-point guidance of 18.4 thousand barrels
of oil equivalent per day (“mboe/d”) for 2022 and preliminary
outlook of 19.5 mboe/d in 2023. The enlarged production profile of
the Combined Company will support enhanced cash flow and
shareholder returns going forward and, assuming the Brent oil price
is within a range of approximately US$90 to US$120/bbl in 2023, the
Combined Company could generate Adjusted EBITDA(2) of between
US$350 and US$505 million. This is a substantial increase in
Adjusted EBITDA compared to the US$190 to $230 million VAALCO
standalone estimate for 2022, using the same pricing assumptions
for the remainder of 2022.”
“We plan to continue to hedge to protect cash
flow for our shareholder returns program and capital investment
plans and allow upside participation. In July 2022, we added
costless collars for the fourth quarter of 2022 covering 326
thousand barrels of oil production. This hedge provides downside
protection if the price were to fall below $70 per barrel and
allows us to benefit on the upside up to $122 per barrel. We feel
this is a great way to protect our cash flows and we will look to
opportunistically add hedges like this moving forward.”
“Additionally, we have identified numerous
synergies that the Combined Company can capture to unlock
additional value. We plan to capture synergies which include
delisting TransGlobe from AIM, the TSX and the Nasdaq exchanges,
reducing overall Board and executive positions, consolidating
advisors, as well as back-office and supply chain led contracting
efficiencies that can total up to US$30 to US$50 million over the
next seven years. This would meaningfully improve our margins and
enhance our future cash flow generation which would not be possible
as standalone companies.”
“We are proceeding with the preparation of the
proxy materials to provide more information to both our
shareholders and for TransGlobe shareholders, but we wanted to give
additional details now to further demonstrate how this transaction
benefits both sets of shareholders as detailed in the updated
presentation. We are excited for the future of the Combined Company
and believe that it provides the opportunity to expand on our
commitment of returning value to shareholders, while also growing
value in the underlying business at a rate that neither VAALCO or
TransGlobe can provide on a standalone basis.”
David Cook, Chairman of TransGlobe
Energy commented, “The combination of TransGlobe and
VAALCO is a great fit. Our Board is confident that the integrated
business and portfolio will significantly strengthen the Combined
Company creating a world-class African-focused E&P with a
higher quality inventory of diverse growth options. This creates
and underpins a robust balance sheet to accelerate sustainable,
enhanced shareholder returns. This is demonstrated by the
announcement to initiate both a dividend and buyback upon
completion."
“The Combined Company will also benefit from a
strengthened, joint TransGlobe and VAALCO Board providing
continuity of stewardship as it delivers the very material new
business. The combined entity will be a greatly beneficial next
step for both businesses and our shareholders. We are now
proceeding with preparing our proxy materials for shareholders as
we work towards delivering a successful combination.”
TransGlobe Webcast Details
TransGlobe’s Chairman, David Cook, and Chief
Executive Officer, Randy Neely, alongside VAALCO Chief Executive
Officer, George Maxwell, will host a live webcast at 4:00pm (BST) /
9.00am (MDT) on August 10, 2022 via the Investor Meet Company
platform.
To join the webcast, investors must register
with Investor Meet Company in advance and add to meet TransGlobe
Energy Corporation via:
https://www.investormeetcompany.com/transglobe-energy-corporation/register-investor
Investors who already follow TransGlobe Energy
Corporation on the Investor Meet Company platform will
automatically be invited.
Questions can be submitted pre-event via your
Investor Meet Company dashboard up until 4:00pm (BST) / 9:00 am
(MDT) the day before the webcast or at any time during the live
webcast.
If you are in the UK, you should only access the
podcast or webcast if you are: (i) a ‘qualified investor’ within
the meaning of section 86 (7) of FSMA purchasing as principal or in
circumstances under section 86 (2) of FSMA; and (ii) have
professional experience in matters relating to investments and who
fall within the category of persons set out in Article 19 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 as amended (the “Order”) or are high net worth companies
within the meaning set out in Article 49 of the Order; or (iii) are
otherwise permitted to access the podcast or webcast.
Enquiries:
VAALCO Investor Contact |
|
Al PetrieChris Delange |
+1
713 543 3422 |
|
|
VAALCO Financial Advisor |
|
Stifel, Nicolaus & Company, IncorporatedCallum StewartSimon
Mensley |
+44 20 7710 7600 |
|
|
|
|
VAALCO Financial PR |
|
|
BuchananBen RomneyJon KrinksChris Judd |
+44 20 7466 5000 |
VAALCO@buchanan.uk.com |
TransGlobe Investor Contact |
|
Randy Neely (CEO)Eddie Ok (VP and CFO) |
+1 403 264 9888 |
investor.relations@trans-globe.com |
|
|
|
TransGlobe Financial Advisor |
|
Evercore Partners International LLPDavid WaringAditya LohiaAndrew
MacNiven |
+44 20 7653 6000 |
|
|
|
|
TransGlobe Nomad & Broker |
|
|
Canaccord Genuity LimitedHenry Fitzgerald-O’ConnorGordon
Hamilton |
+44 20 7523 8000 |
|
|
|
|
TransGlobe Investor Relations |
|
|
Tailwind AssociatesDarren Engels |
+1 403 618 8035 |
|
|
|
|
TransGlobe Financial PR |
|
|
CamarcoBilly CleggGeorgia EdmondsEmily Hall |
+4420 3757 4986 |
TransGlobe@camarco.co.uk |
Endnotes
(1) The buy-back program is subject to
completion of the Transaction and is expected to commence promptly
post completion of the Transaction. Prior to the start of the
buy-back program, VAALCO will disclose details of, among other
things, the maximum consideration, the maximum number of shares to
be acquired and the duration of the period for which authorization
for the program has been given. The equivalent per share value of
the buy-back is calculated as the maximum value of buy-back
program, being US$30 million, divided by the enlarged share capital
of the Combined Company of approximately 108 million shares based
on each company’s vested and outstanding share capital as at the
date of the arrangement agreement.(2) Earnings before interest,
tax, depreciation and amortization, adjusted to reflect the impact
of hedging but before non-cash or unusual items, such as depletion
and non-cash income and expenses. Adjusted EBITDA also assumes the
Combined Company benefits from certain anticipated cost synergies
in 2023.About VAALCO
VAALCO, founded in 1985, is a Houston, USA
based, independent energy company with production, development and
exploration assets in the West African region.
VAALCO is an established operator within the
region, holding a 63.6% participating interest in the Etame Marin
block, located offshore Gabon, which to date has produced over 126
million barrels of crude oil and of which VAALCO is the
operator.
About TransGlobe
TransGlobe Energy Corporation is a cash
flow-focused oil and gas exploration and development company whose
current activities are concentrated in the Arab Republic of Egypt
and Canada. TransGlobe’s common shares trade on the Toronto Stock
Exchange and the AIM market of the London Stock Exchange under the
symbol TGL and on the NASDAQ Exchange under the symbol TGA.
Important Information About the
Transaction and Where to Find It
In connection with the Transaction, VAALCO
intends to file preliminary and definitive proxy statements with
the SEC. The preliminary and definitive proxy statements and other
relevant documents will be sent or given to the stockholders of
VAALCO as of the record date established for voting on the
Transaction and will contain important information about the
Transaction and related matters. Stockholders of VAALCO and other
interested persons are advised to read, when available, the
preliminary proxy statement and any amendments thereto and, once
available, the definitive proxy statement, in connection with
VAALCO’s solicitation of proxies for the meeting of stockholders to
be held to approve, among other things, the issuance of shares of
VAALCO’s common stock in connection with the Transaction because
the proxy statement will contain important information about
VAALCO, TransGlobe and the Transaction. When available, the
definitive proxy statement will be mailed to VAALCO’s stockholders
as of a record date to be established for voting on the
Transaction. Stockholders will also be able to obtain, without
charge, copies of (i) the proxy statement, once available, (ii) the
other filings with the SEC that have been incorporated by reference
into the proxy statement and (iii) other filings containing
information about VAALCO, TransGlobe and the Transaction, at the
SEC’s website at www.sec.gov or by directing a request to: VAALCO,
9800 Richmond Avenue, Suite 700, Houston, TX 77042 , Attention:
Secretary, telephone: +1 713-623-0801
Certain Canadian Regulatory
Matters
In connection with the Transaction, TransGlobe
has filed a copy of the arrangement agreement dated July 13, 2022
amongst VAALCO, TransGlobe and VAALCO Energy Canada ULC on its
profile on SEDAR (www.sedar.com). Further, TransGlobe intends on
mailing to its shareholders a management information circular and
other relevant documents as of the record date established for
voting on the Transaction, which will contain important information
about the Transaction and related matters. Shareholders of
TransGlobe are advised to read, when available, the management
information circular in connection with TransGlobe’s solicitation
of proxies for the meeting of TransGlobe shareholders to approve
the Transaction. When finalized, the management information
circular will be mailed to TransGlobe shareholders as of a record
date to be established for voting on the Transaction. TransGlobe
shareholders will also be able to obtain copies of the management
information circular on TransGlobe's SEDAR profile
(www.sedar.com).
Participants in the Transaction
Solicitation
VAALCO, TransGlobe and their respective
directors and executive officers may be deemed participants in the
solicitation of proxies from VAALCO’s stockholders in connection
with the Transaction. VAALCO’s stockholders and other interested
persons may obtain, without charge, more detailed information (i)
regarding the directors and officers of VAALCO in VAALCO’s 2021
Annual Report on Form 10-K filed with the SEC on March 11,
2022, its proxy statement relating to its 2022 Annual Meeting of
Stockholders filed with the SEC on April 22, 2022 and other
relevant materials filed with the SEC when they become available;
and (ii) regarding TransGlobe’s directors and officers in
TransGlobe’s 2021 Annual Information Form, which is attached as
Exhibit 99.1 to Form 40-F, filed with the SEC on March 17, 2022 and
other relevant materials filed with the SEC when they become
available. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of proxies to
VAALCO’s stockholders in connection with the Transaction will be
set forth in the proxy statement for the Transaction when
available. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
Transaction will be included in the proxy statement that VAALCO
intends to file with the SEC.
Forward-Looking Statements
This announcement includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended (the “Securities Act”), Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to
be covered by the safe harbors created by those laws and other
applicable laws and “forward-looking information” within the
meaning of applicable Canadian securities laws. Where a
forward-looking statement expresses or implies an expectation or
belief as to future events or results, such expectation or belief
is expressed in good faith and believed to have a reasonable basis.
All statements other than statements of historical fact may be
forward-looking statements. The words “anticipate,” “believe,”
“estimate,” “expect,” “intend,” “forecast,” “outlook,” “aim,”
“target,” “will,” “could,” “should,” “may,” “likely,” “plan,”
“probably” or similar words may identify forward-looking
statements, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements in
this announcement include, but are not limited to, statements
relating to (i) the Transaction and its expected terms, timing and
closing, including receipt of required approvals, if any,
satisfaction of other customary closing conditions and expected
changes and appointments to the executive team and board of
directors; (ii) estimates of pro forma reserves and future
drilling, production and sales of crude oil and natural gas; (iii)
estimates of future cost reductions, synergies, including pre-tax
synergies, savings and efficiencies; (iv) expectations regarding
VAALCO’s ability to effectively integrate assets and properties it
may acquire as a result of the Transaction into VAALCO’s
operations; (v) expectations regarding future exploration and the
development, growth and potential of VAALCO’s and TransGlobe’s
operations, project pipeline and investments, and schedule and
anticipated benefits to be derived therefrom; (vi) expectations
regarding future investments or divestitures; (vii) expectations of
future dividends and returns to stockholders including share
buy-backs; (viii) expectations of future balance sheet strength and
credit ratings including pro forma financial metrics; (ix)
expectations of future equity and enterprise value; (x)
expectations regarding the listing of VAALCO’s common stock on the
NYSE and LSE and de-listing of TransGlobe’s shares from Nasdaq, the
TSX and AIM; (xi) expectations regarding the percentage share of
the combined company that are expected to be owned by existing
VAALCO stockholders and TransGlobe shareholders; (xii) expectations
of future plans, priorities and focus and benefits of the proposed
arrangement and the Combined Company; (xiii) the Combined Company’s
environmental, social and governance related focus and commitments,
and the anticipated benefits to be derived therefrom; (xiv) terms
of hedging contracts; and (xv) expectations relating to resource
potential and the potential to add reserves. Additionally
statements relating to “reserves” are deemed to be forward-looking
statements, as they involve the implied assessment based on certain
estimates and assumptions, that the reserves described exist in the
quantities predicted or estimated and can be profitably produced in
the future. Forward looking statements regarding the percentage
share of the Combined Company that are expected to be owned by
existing VAALCO stockholders and TransGlobe shareholders have been
calculated based on each company’s vested outstanding shares as of
the date of the Arrangement Agreement.
Dividends of VAALCO beyond the third quarter of
2022 have not yet been approved or declared by the board of
directors of VAALCO. VAALCO management’s expectations with respect
to future dividends, annualized dividends or other returns to
stockholders, including share buy-backs, are forward-looking
statements. Investors are cautioned that such statements with
respect to future dividends and share buy-backs are non-binding.
The declaration and payment of future dividends or the terms of any
share buy-backs remain at the discretion of the board of directors
of VAALCO and will be determined based on VAALCO’s financial
results, balance sheet strength, cash and liquidity requirements,
future prospects, crude oil and natural gas prices, and other
factors deemed relevant by the board of directors of VAALCO. The
board of directors of VAALCO reserves all powers related to the
declaration and payment of dividends. Consequently, in determining
the dividend to be declared and paid on VAALCO common stock, the
board of directors of VAALCO may revise or terminate the payment
level at any time without prior notice.
Such forward-looking statements are subject to
risks, uncertainties and other factors, which could cause actual
results to differ materially from future results expressed,
projected or implied by the forward-looking statements. These risks
and uncertainties include, but are not limited to: the ability to
obtain stockholder, shareholder, court and regulatory approvals, if
any, in connection with the Transaction; the ability to complete
the Transaction on anticipated terms and timetable; the possibility
that various closing conditions for the Transaction may not be
satisfied or waived; risks relating to any unforeseen liabilities
of VAALCO or TransGlobe; the tax treatment of the Transaction in
the United States and Canada; declines in oil or natural gas
prices; the level of success in exploration, development and
production activities; adverse weather conditions that may
negatively impact development or production activities; the timing
and costs of exploration and development expenditures; inaccuracies
of reserve estimates or assumptions underlying them; revisions to
reserve estimates as a result of changes in commodity prices;
impacts to financial statements as a result of impairment
write-downs; the ability to generate cash flows that, along with
cash on hand, will be sufficient to support operations and cash
requirements; the ability to attract capital or obtain debt
financing arrangements; currency exchange rates and regulations;
actions by joint venture co-owners; hedging decisions, including
whether or not to enter into derivative financial instruments;
international, federal and state initiatives relating to the
regulation of hydraulic fracturing; failure of assets to yield oil
or gas in commercially viable quantities; uninsured or underinsured
losses resulting from oil and gas operations; inability to access
oil and gas markets due to market conditions or operational
impediments; the impact and costs of compliance with laws and
regulations governing oil and gas operations; the ability to
replace oil and natural gas reserves; any loss of senior management
or technical personnel; competition in the oil and gas industry;
the risk that the Transaction may not increase VAALCO’s relevance
to investors in the international E&P industry, increase
capital market access through scale and diversification or provide
liquidity benefits for stockholders; and other risks described (i)
under the caption “Risk Factors” in VAALCO’s 2021 Annual Report on
Form 10-K filed with the SEC on March 11, 2022; and (ii) in
TransGlobe’s 2021 Annual Report on Form 40-F, filed with the SEC on
March 17, 2022 or TransGlobe's annual information form for the year
ended December 31, 2021 dated March 17, 2022. Neither VAALCO nor
TransGlobe is affirming or adopting any statements or reports
attributed to the other (including oil and gas reserves
information) in this announcement or made by the other outside
of this announcement. More information on potential factors that
could affect VAALCO’s or TransGlobe’s financial results will be
included in the preliminary and the definitive proxy statements
that VAALCO intends to file with the SEC in connection with
VAALCO’s solicitation of proxies for the meeting of stockholders to
be held to approve, among other things, the issuance of shares of
VAALCO common stock in connection with the Transaction. There may
be additional risks that neither VAALCO nor TransGlobe presently
knows, or that VAALCO or TransGlobe currently believes are
immaterial, that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect VAALCO’s and TransGlobe’s
expectations, plans or forecasts of future events and views as of
the date of this announcement. Should one or more of these risks or
uncertainties materialize, or should any of the assumptions prove
incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. No obligation is
being undertaken to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required under applicable securities
laws.
Certain Assumptions Relating to Forward Looking
Statements
Forward-looking statements or information are
based on a number of factors and assumptions which have been used
to develop such statements and information but which may prove to
be incorrect. Although TransGlobe and VAALCO believe the
expectations reflected in such forward-looking statements or
information are reasonable, undue reliance should not be placed on
forward-looking statements because TransGlobe and VAALCO can give
no assurance that such expectations will prove to be correct. Many
factors could cause actual results to differ materially from those
expressed or implied in any forward-looking statements contained
herein.
In addition to other factors and assumptions
which may be identified in this announcement, assumptions have been
made regarding, among other things, anticipated production volumes;
the timing of receipt of regulatory and shareholder approvals for
the arrangement; the ability of the combined business to realize
the anticipated benefits of the arrangement; ability to effectively
integrate assets and property as a result of the arrangement;
ability to obtain qualified staff and equipment in a timely and
cost-efficient manner; regulatory framework governing royalties,
taxes and environmental matters in the jurisdictions in which
TransGlobe and VAALCO conducts and the combined business will
conduct its business; future capital expenditures; future sources
of funding for capital programs; current commodity prices and
royalty regimes; future exchange rates; the price of oil; the
impact of increasing competition; conditions in general economic
and financial markets; availability of drilling and related
equipment; effects of regulation by governmental agencies; future
operating costs; uninterrupted access to areas of operation and
infrastructure; recoverability of reserves and future production
rates; the combined business will have sufficient cash flow, debt
and equity sources or other financial resources required to fund
its capital and operating expenditures and requirements as needed;
results of operations will be consistent with expectations; current
or, where applicable, proposed industry conditions, laws and
regulations will continue in effect; the estimates of reserves and
resource volumes and the assumptions related thereto are accurate
in all material respects; and other matters.
No Offer or Solicitation
This announcement shall not constitute a
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the Transaction. This announcement
is for information purposes only and shall not constitute a
recommendation to participate in the Transaction or to purchase any
securities. This announcement does not constitute an offer to sell
or issue, or the solicitation of an offer to buy, acquire or
subscribe for any securities in any jurisdiction, nor shall there
be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of section 10 of the
Securities Act, or by means of a prospectus approved by the
Financial Conduct Authority, or an exemption therefrom.
Use of Projected Financial
Information
This announcement contains projected financial
information with respect to VAALCO and TransGlobe, namely Adjusted
EBITDA and expected production. Such projected financial
information constitutes forward-looking information, and is for
illustrative purposes only and should not be relied upon as
necessarily being indicative of future results. The assumptions and
estimates underlying such projected financial information are
inherently uncertain and are subject to a wide variety of
significant business, economic, competitive and other risks and
uncertainties that could cause actual results to differ materially
from those contained in the prospective financial information. See
“Forward-Looking Statements” paragraph above. Actual results may
differ materially from the results contemplated by the projected
financial information contained in this announcement, and the
inclusion of such information in this announcement should not be
regarded as a representation by any person that the results
reflected in such projections will be achieved. The independent
auditors and the independent registered public accounting firms of
VAALCO and TransGlobe have not audited, reviewed, compiled or
performed any procedures with respect to the projected financial
information for the purpose of their inclusion in this
announcement, and accordingly, none of them expressed an opinion or
provided any other form of assurance with respect thereto for the
purpose of this announcement. No undertaking is made to update any
projected financial information, except as required by applicable
law.
Use of Non-GAAP and Other Financial
Measures
Some of the financial information and data
contained in this announcement, such as Adjusted EBITDA, has not
been prepared in accordance with United States generally accepted
accounting principles (“GAAP”) or with the International Standards
of Financial Reporting (“IFRS”). VAALCO and TransGlobe believe
these non-GAAP, non-IFRS, or other financial measures of financial
results, respectively, provide useful information to management and
investors regarding certain financial and business trends relating
to each of VAALCO’s and TransGlobe’s financial condition and
results of operations. VAALCO and TransGlobe believe that the use
of these non-GAAP, non-IFRS, or other financial measures,
respectively, provides an additional tool for investors to use in
evaluating projected operating results and trends in and in
comparing each of VAALCO’s and TransGlobe’s financial measures with
other similar companies, many of which present similar non-GAAP,
non-IFRS, or other financial measures to investors. Each of
VAALCO’s and TransGlobe’s management does not consider these
non-GAAP, non-IFRS, or other financial measures, respectively, in
isolation or as an alternative to financial measures determined in
accordance with GAAP or IFRS, as the case may be. The principal
limitation of these financial measures is that they exclude
significant expenses and income that are required by GAAP or IFRS
to be recorded in VAALCO’s and TransGlobe’s financial statements.
In addition, they are subject to inherent limitations as they
reflect the exercise of judgments by management about which
expenses and income are excluded or included in determining these
financial measures. In order to compensate for these limitations,
Each of VAALCO’s and TransGlobe’s management presents non-GAAP
financial or other financial measures in connection with GAAP or
IFRS results.
Oil and Gas Advisories Relating to
TransGlobe
BOEs may be misleading, particularly if used in
isolation. A BOE conversation ratio of six thousand cubic feet of
natural gas to one barrel of oil equivalent (6 MCF: 1 Bbl) is based
on an energy equivalency conversion method primarily applicable at
the burner tip and does not represent a value equivalency at the
wellhead. Given that the value ratio based on the current price of
crude oil as compared to natural gas is significantly different
from the energy equivalency of 6:1, utilizing a conversion on a 6:1
basis may be misleading as an indication of value.
Inside Information
This announcement contains inside information as
defined in Regulation (EU) No. 596/2014 on market abuse which is
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (“MAR”) and is made in accordance with the
Company’s obligations under article 17 of MAR. The person
responsible for arranging the release of this announcement on
behalf of VAALCO is Michael Silver, Corporate Secretary of VAALCO
and on behalf of TransGlobe is Eddie Ok, Corporate Secretary of
TransGlobe.
Evercore Partners International LLP
("Evercore"), acts as financial adviser to TransGlobe. Evercore
acts solely for TransGlobe, and will not be responsible to anyone
other than TransGlobe for providing the protections afforded to its
customers or for advising any other person in relation to the
contents of this announcement or on any transaction or arrangement
referred to in this announcement. Evercore has not authorised the
contents of this announcement (or any part of it) and no
representation or warranty (express or implied) is made, or
liability accepted, by Evercore as to any of the contents of this
announcement without prejudice to any liability for, or remedy in
respect of, fraudulent misrepresentation.
Stifel, Nicolaus & Company, Incorporated
("Stifel"), acts as financial adviser to VAALCO. Stifel acts solely
for VAALCO, and will not be responsible to anyone other than VAALCO
for providing the protections afforded to its customers or for
advising any other person in relation to the contents of this
announcement or on any transaction or arrangement referred to in
this announcement. Stifel has not authorised the contents of this
announcement (or any part of it) and no representation or warranty
(express or implied) is made, or liability accepted, by Stifel as
to any of the contents of this announcement without prejudice to
any liability for, or remedy in respect of, fraudulent
misrepresentation.
Canaccord Genuity Limited ("Canaccord"), a
member firm of the LSE, is authorised and regulated by the FCA and
acts as nominated adviser and broker to TransGlobe. Canaccord acts
solely for TransGlobe, and will not be responsible to anyone other
than TransGlobe for providing the protections afforded to its
customers or for advising any other person in relation to the
contents of this announcement or on any transaction or arrangement
referred to in this announcement. Canaccord’s responsibilities as
TransGlobe’s nominated adviser under the AIM Rules for Companies
and the AIM Rules for Nominated Advisers are owed solely to the LSE
and are not owed to TransGlobe. Canaccord has not authorised the
contents of this announcement (or any part of it) and no
representation or warranty (express or implied) is made, or
liability accepted, by Canaccord as to any of the contents of this
announcement without prejudice to any liability for, or remedy in
respect of, fraudulent misrepresentation.
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