TIDMSGG
RNS Number : 2320D
Sterling Green Group PLC
14 May 2012
14 May 2012
Sterling Green Group plc
("Sterling Green" or the "Company")
Proposed acquisition of Terra Energy Limited ("Terra
Energy"),
placing to raise GBP10 million and change of name to Fastnet Oil
& Gas plc
Sterling Green (AIM: SGG)is pleased to announce that it has
entered into a conditional agreement to acquire the entire issued
share capital of Terra Energy for an aggregate consideration to be
satisfied by the issue of 64,129,611 New Ordinary Shares (following
the Share Consolidation) and the payment of EUR40,000. The Company
is also proposing to raise GBP10 million (before expenses) through
a heavily oversubscribed conditional placing of 90,909,091 New
Ordinary Shares by Shore Capital and Davy at the Placing Price of
11 pence per New Ordinary Share to provide further working capital
for the Enlarged Group which is proposed to be renamed Fastnet Oil
& Gas plc ("Fastnet").
Key Highlights:
A new independent E&P company created, Fastnet Oil & Gas
plc, focussed on identifying opportunities in Ireland and North and
East Africa
-- Placing to raise GBP10 million from institutional and private
investors at 11 pence per share, valuing the enlarged business at
approximately GBP18 million
-- Funds raised will be used to fund and develop a pipeline of
opportunities and find and acquire early stage E&P
opportunities in the Celtic sea and in North and East Africa
Successful and experienced Board and advisory committee with
over 100 years experience in E&P and capital markets
Board
-- Dr. Stephen Staley PhD MBA - Proposed CEO - Non-executive
Director of Cove Energy and one of the founders of Independent
Resources plc. Geologist by training with 27 years experience in
the energy sector, including Conoco and BP
-- Michael Nolan - Proposed Non-executive Director - founder and
director of Cove Energy and experienced public company director.
Accountant by training
-- Cathal Friel - Proposed Non-executive Chairman - One of the
founders of Raglan Capital and Merrion corporate finance, with over
25 years of capital markets experience
-- Michael Edelson - Chairman of Sterling Green Group and
proposed Non-executive Director of Fastnet. Founded and been on the
board of many listed companies and has been on the Board of
Manchester United Football Club since 1982
Advisory Board
-- John Craven, petroleum geologist with 35 years experience in
senior and technical roles in upstream oil and gas exploration and
production companies. Most recently with Cove Energy as director
and CEO since May 2009.
-- Paul Griffiths, petroleum geologist with over 35 years
experience in early stage oil and gas prospecting. Founder and
former CEO of Island Oil and Gas, which drilled the first
successful exploration well offshore South East Ireland in 16 years
and was subsequently acquired by San Leon Energy in 2010
Fastnet strategy is to create significant shareholder value
through the employment of its assets and resources in a prudent
manner
-- Develop a portfolio of high impact conventional oil and gas resources
-- Utilise the experience of certain proposed directors, the
advisory board and where possible shareholders to further develop
the Enlarged Group's business
-- Identify exploration assets which will create sustainable
growth for the business through judicious expenditure on focussed
exploration, using the latest exploration techniques and conceptual
models
-- Efficient use of portfolio and resources in order to minimise
capital expenditure, i.e. farm-down, sale or future equity
fundraising
Enlarged Group's current portfolio focussed on the prospective
Irish Atlantic Margin; with potential from pan-Africa
experience
-- Offshore Ireland - Connemara prospect Net Profit Agreement
-- Celtic Sea - three Celtic Sea licence options applications
pending in the Fastnet, Molly Malone and Mizzen basins
-- Additional opportunities to be pursued to capitalise on
management's proven track record, technical expertise and contact
base
Transaction constitutes a reverse takeover under the AIM Rules
and the Directors are seeking shareholder approval for the
Proposals at a General Meeting to be held on 8 June 2012, which
include inter alia:
-- Acquisition of Terra Energy
-- Reorganisation of the Company's Existing Share Capital in a 38 for one share consolidation
-- Change of company name to Fastnet Oil & Gas Plc
-- Adoption of new articles of association
Sterling Green Group plc is being advised by Shore Capital as
Nominated Adviser, Lead Bookrunner and Joint Broker. Davy is acting
as proposed ESM Adviser and Joint Broker.
Unless otherwise defined herein, defined terms used in this
announcement have the meaning given to them in the Company's AIM
admission document published today.
Michael Edelson, Chairman of Sterling Green, commented:
"I am very pleased to announce this significant transaction and
change in strategy, which I believe will benefit existing
shareholders in Sterling Green, as the proposed enlarged business
looks to deliver value through oil and gas exploration utilising
Fastnet's existing portfolio of assets and leveraging the
experience and contacts amongst the proposed new Directors and
advisers. I look forward to continuing to serve the business and
have great confidence in the future of Fastnet."
Steve Staley, CEO of Fastnet, commented:
"The proposition which Fastnet poses to existing shareholders in
Sterling Green and new potential shareholders is extremely
exciting; through a combination of management's extensive
experience and successful track record and the opportunities
presented by our current and future portfolio; we are looking to
build a successful E&P business, to deliver significant
shareholder value and take advantage of the significant
opportunities which we see in Ireland and North and East
Africa."
For further information, please contact:
Sterling Green Group plc
Michael Edelson +44 (0) 161 975 0434
Fastnet Oil & Gas plc
Cathal Friel, proposed Chairman
Steve Staley, proposed CEO +353 (1) 644 0007
Shore Capital (Nominated Adviser, Lead Bookrunner
& Joint Broker)
Nomad
Bidhi Bhoma
Edward Mansfield
Corporate Broking
Jerry Keen +44 (0) 20 7408 4090
Davy (proposed ESM Adviser & Joint Broker)
John Frain
Brian Garrahy
Roland French +353 (1) 679 6363
FTI Consulting
Billy Clegg
Edward Westropp +44 (0) 207 831 3113
Copies of the admission document are available to the public,
free of charge, at the registered office of the Company, Number 14
The Embankment, Vale Road, Heaton Mersey, Stockport SK4 3GN,
telephone 0161 975 0434 during normal business hours on any weekday
(Saturdays and public holidays excepted) for a period of one month
from the date of Admission. The Admission Document is also
available free of charge on the Company's website at
http://sterlinggreen.co.uk/sgg/.
Proposed Acquisition and Placing
Sterling Green, whose Existing Ordinary Shares were suspended
from trading on AIM on 7 March 2012 pending the publication of an
admission document, announces that it has entered into a
conditional agreement to acquire the entire issued share capital of
Terra for an aggregate consideration to be satisfied by the issue
of the Consideration Shares and the payment of EUR40,000.
The Company is proposing to raise GBP10 million (before
expenses) through a heavily oversubscribed conditional placing of
90,909,091 New Ordinary Shares at 11 pence per share with
institutional and other investors. It is intended that the proceeds
from this conditional placing will be used to to provide further
working capital for the Enlarged Group.
Shore Capital & Corporate Limited acted as Nomad, Shore
Capital Stockbrokers Limited as Lead Book Runner and Joint Broker
and Davy acted as proposed ESM Adviser and Joint Broker.
The Acquisition will result in a fundamental change in the
business of the Company due to the size of the Acquisition relative
to the current size of the Company and will consequently constitute
a reverse takeover under the AIM Rules. As a consequence, the
Directors are seeking Shareholder approval for the Proposals at the
General Meeting.
Irrevocable undertakings to vote in favour of the Resolutions
have been obtained from certain Existing Shareholders in respect of
their beneficial shareholdings amounting to in aggregate
177,901,481 Existing Ordinary Shares representing 58.6 per cent. of
the Existing Share Capital.
Application will be made to the London Stock Exchange for the
Enlarged Share Capital to be admitted to trading on AIM and to the
Irish Stock Exchange for the Enlarged Share Capital to be admitted
to trading on the ESM. The admission document, which comprises a
circular to Shareholders and notice of the general meeting, is
today being posted to Shareholders and will be available on the
Company's website.
The Proposals are conditional, inter alia, on the passing of the
Resolutions and on Admission. It is expected that Admission will
become effective and dealings in the Enlarged Share Capital will
commence on AIM and ESM on 11 June 2012.
1. Background information on the Company
In 2007, the Company acquired Sterling Green Limited, a company
that offered a range of in-house financial solutions including debt
management solutions for individuals. On 1 December 2011, Sterling
Green Limited disposed of the majority of its debt management book
to DRSP Limited, a private limited company whose primary business
function is to provide software and support services to the
individual voluntary arrangement industry. The Company subsequently
sold the remainder of the Group's trading business through the sale
of its subsidiaries, Tax Debts Limited and Sterling Green Mortgages
Limited. Sterling Green Limited, which had been the Company's main
trading subsidiary, then had a liquidator appointed, pursuant to a
creditors' voluntary liquidation. Since 1 December 2011, the
Company has been classified as an investing company under Rule 15
of the AIM Rules.
The Current Directors have, since 1 December 2011, reviewed a
number of possible acquisition opportunities to create value for
Shareholders. The Current Directors consider that Terra meets this
criterion and believe that the quality of Terra's management team
and its current and potential asset base justify the Current
Directors' recommendation of the Acquisition to Shareholders.
2. Background information on Terra
2.1. Introduction and background
Terra was incorporated in February 2008 and was established to
explore and develop unconventional oil and gas resources in Europe
and North Africa. Terra has since focused on conventional oil and
gas prospects in the Celtic Sea. In addition, Terra plans to avail
itself of new potential conventional oil and gas opportunities in
North and East Africa where certain of the Proposed Directors have
significant knowledge, contacts and experience of creating value.
The founders and current management of Terra include a number of
individuals with extensive natural resources and public company
experience.
Amongst the founders and shareholders of Terra are Michael
Nolan, Finance Director of Cove Energy Plc and Stephen Staley,
Non-executive Director of Cove Energy Plc. John Craven, CEO of Cove
Energy Plc, is a founding shareholder and will be on the Advisory
Board of the Enlarged Group. In 2011, Terra raised approximately
EUR900,000.
On Admission, Terra's assets will include an interest in a net
profit bonus arrangement relating to the Connemara prospects
offshore Ireland ("NPBAgreement") and 13 coal licenses based in the
Connaught Coal Field, onshore Ireland. Terra has also made
applications to the PAD for three offshore licensing options in the
Celtic Sea and an onshore licence in the Dublin Basin. Further
details of the Company's assets are set out below.
2.2. NPB Agreement
The NPB Agreement was created as a consequence of Carob Limited
("Carob") introducing the Connemara prospect offshore Ireland to
the eventual licence holder. Under the NPB Agreement, Carob will be
carried through all the capital investment in exploration,
appraisal, development and production and will have no exposure to
any operating costs.
Pursuant to the terms of the heads of agreement relating to the
NPB Agreement, Terra will, conditional only on Admission, be
entitled to 0.6 per cent. of all profits derived from and
attributable to the production of, inter alia, oil from block 26/8
and part-blocks 26/27, 35/2 and 35/3 after deduction of operating
costs but before tax.
In respect of its report, SLR Consulting Limited has valued this
interest as follows (extracted from the executive summary of the
Competent Person's Report):
Contingent Resource
---------------------------------------------
Low estimate Best estimate High estimate
1C 2C 3C
Value (US$ million) 0.27 1.77 2.14
Prospective Resource
---------------------------------------------
Low estimate Best estimate High estimate
1C 2C 3C
Value (US$ million) 0.36 3.54 4.23
------------- -------------- --------------
TOTAL Value (US$
million) 0.63 5.31 6.37
------------- -------------- --------------
2.3. Offshore Irish Sea licence applications
Terra has lodged applications with the PAD for three 18 month
licensing options for oil and gas prospects in the Celtic Sea,
offshore Ireland. These licensing options were submitted to the PAD
in 2011. Normally, the issuing of such licensing options is a three
to six month process. However the issue of the three licensing
options applied for by Terra has been delayed while the PAD wait
for the Minister for Natural Resources to sign off on a Strategic
Environmental Assessment for offshore Ireland. Whilst there can be
no guarantees that all, or any, of the Offshore Licences will be
awarded to the Enlarged Group, the Proposed Directors believe the
Enlarged Group will be in a strong position with respect to being
awarded certain of the three licensing options.
All three application areas have been chosen because the
Proposed Directors believe that each exhibits attractive petroleum
geology with the potential to host major hydrocarbon reserves. In
addition, the Proposed Directors believe that existing seismic data
available in respect of these application areas will respond well
to current processing techniques.
Paul Griffiths, a member of the Advisory Board, has many years
of experience relating to these specific application areas.
2.3.1. Licence Area 1 (Fastnet basin)
Location
The basin lies on the north-western European continental shelf
in Irish offshore waters with water depths ranging between 110-150
metres. It is believed by the Proposed Directors to be analogous
to, inter alia, the South Alwyn Area of the UK North Sea. The
licensing option covers block 63/4 and part blocks 63/8(N), 63/9(N)
and 63/10(W) in the Fastnet basin.
History & prospects
Previous drilling in the basin has proven the existence of a
working petroleum system - oil shows were encountered in two wells
and oil flowed from a drill-stem test at a third well. Good
reservoir parameters were also found in the main target horizons.
However, previous operators suffered from poor seismic quality and
low oil prices and the full potential of the area was not
assessed.
The Proposed Directors are aware of a number of substantial
undrilled prospects that will form the initial focus of work on the
area. The Proposed Directors believe, based entirely on their own
internal estimates, that this licence area could represent as much
as 2.6 billion bbls of potential OIIP. However, no formal reliance
should be attributed to this figure.
Next steps
Terra has applied for an 18 month licensing option. During that
period the New Board's initial intention is to reprocess a minimum
of 400km of "prospect specific" existing 2D 1996 vintage seismic
data using state-of-the-art techniques. In addition, trial
reprocessing of 150km of existing 1976 and 1980 2D data would be
carried out, subject to gaining access to the data. Subject to
results, Terra would move to acquiring 3D seismic data and proceed
to apply for an exploration licence.
The Proposed Directors believe that the existing seismic
database available in respect of License Area 1, in particular,
should respond well to modern seismic reprocessing techniques and
the intention is to use Amplitude Versus Offset ("AVO") techniques,
seismic inversion and rock property work once the licence has been
granted to better define existing prospects and leads.
2.3.2. Licence Area 2 (Molly Malone basin)
Location
The basin is located within the Celtic Sea Basin in water depths
of up to 100 metres. The licensing option covers block 50/26 and
part blocks 49/30, 50/21 and 50/22 in the North Celtic sea
basin.
Prospects
The Proposed Directors believe that this basin offers an
opportunity to develop an exploration concept incorporating all the
elements of a working petroleum system tested in adjacent areas
offshore southeast Ireland, such as the Fastnet basin, and onshore
England, such as the Wessex basin (containing Wytch Farm oil field
- the largest onshore oil field in Western Europe). The Proposed
Directors believe, based entirely on their own internal estimates,
that this licence area could represent as much as 1 billion bbls of
potential OIIP. However, no formal reliance should be placed on
this figure.
Next steps
Currently, there are no wells in the application area and there
is only sparse 2D seismic coverage available. Terra has applied for
an 18 month licensing option. During that period the New Board's
initial intention is, subject to locating and accessing the field
tapes, to purchase and reprocess and interpret a minimum of 180km
of existing 2D seismic data. Subject to results, Terra would move
to acquiring 3D seismic data and proceed to apply for an
exploration licence.
2.3.3. Licence Area 3 (Mizzen basin)
Location
This basin is located within the Celtic Sea Basin in water
depths of up to 160 metres. The licensing option covers blocks
55/14 and 55/15 and part blocks 55/9 and 55/10 in the South Celtic
sea basin.
Prospects
The Proposed Directors believe that the basin offers an
opportunity to develop an oil play incorporating all the elements
of a working petroleum system tested in adjacent areas offshore
Ireland and in the analogous Flemish Pass, Orphan and Jeanne D'Arc
basin offshore eastern Canada. The Proposed Directors believe,
based entirely on their own internal estimates, that this licence
area could represent as much as 1 billion BOE. However, no formal
reliance should be placed on this figure.
Next steps
Currently, there are no wells in the application area and the
deep seismic data quality available is very poor with no obvious
seismic reflectors. Terra has applied for an 18 month licensing
option, during that period the New Board's initial intention is to
purchase and reprocess a minimum of 550km of existing 2D seismic
data. Subject to results, Terra would move to acquiring 3D seismic
data and proceed to apply for an exploration licence.
It is possible that if a suitable seismic vessel is in the area
the 3D acquisition programme for all three licence areas, and hence
application for exploration licences, may be accelerated.
2.4. Onshore Irish licence application
Terra has lodged an application for an onshore shale gas
exploration licence in the Dublin Basin. However, given the current
anti-fracking movement in Ireland, the future viability of this
prospect is uncertain.
2.5. Coal licences
Terra's original strategy in 2008 was to explore and develop
unconventional oil & gas and as such it acquired a number of
coal licenses in Ireland. It still has a 100 per cent. interest in
13 prospecting licenses covering approximately 455 km2 within the
Connaught coal field. These licenses are located within the north
west region of Ireland and include the historic Arigna Coal Mine.
The Arigna Coal Mine was in production until 1990 supplying the
Arigna Power Station.
One of the Proposed Directors has extensive knowledge of these
assets from the history of mining within the Connaught coal field
but the New Board does not consider these to be core assets to the
Enlarged Group's development. It is likely these 13 prospecting
licenses will not be exploited and will be relinquished at the
appropriate time.
2.6. Strategy
The New Board's strategy is for the Enlarged Group to develop a
portfolio of conventional oil and gas resources. The focus will
initially be on implementing its strategies within the Celtic Sea,
exploring the offshore licence options, if and once granted.
However, the Enlarged Group also intends to develop new
opportunities in North and East Africa.
The New Board intends to utilise the experience of certain of
the Proposed Directors, the Advisory Board and, where possible,
certain of the current shareholders of Terra, to further develop
the Enlarged Group's business. In addition, the New Board believes
that the industry contacts of certain of the Proposed Directors
should provide the Enlarged Group with access to further
prospective projects going forward and ensure a continuous pipeline
of opportunities.
The Enlarged Group's aim will be to focus on finding exploration
assets which will create sustainable growth for the Enlarged Group
through judicious expenditure on focused exploration, using the
latest exploration techniques and conceptual models. Once
exploration indicates that development is commercially viable, the
New Board will consider whether the associated major capital
expenditure should be funded through farm down, sale or future
equity fundraising.
3. Structure of the Acquisition
Under the terms of the Acquisition Agreement, the Company has
conditionally agreed to acquire Terra from the Vendors, for a
consideration to be satisfied by the issue of 64,129,611 New
Ordinary Shares at the Placing Price (representing 44.2 per cent.
of the Enlarged Share Capital) and the payment to certain Vendors
of EUR40,000.
The Acquisition Agreement is conditional, inter alia, on the
passing of the Resolutions and Admission.
4. Share Consolidation
The Company's Existing Ordinary Shares currently have a nominal
value of GBP0.001 (0.1 pence). When trading in the Existing
Ordinary Shares was suspended on 7 March 2012, the price of the
Existing Ordinary Shares was 0.63 pence. A reorganisation of the
Existing Share Capital is proposed whereby each holding of 38
Existing Ordinary Shares, whether issued or unissued, will be
consolidated into one New Ordinary Share. Resolution 3 will effect
the Share Consolidation.
Holders of fewer than 38 Existing Ordinary Shares will not be
entitled to receive a New Ordinary Share following the Share
Consolidation. Shareholders with a holding in excess of 38 Existing
Ordinary Shares, but which is not exactly divisible by 38, will
have their holding of New Ordinary Shares rounded down to the
nearest whole number of New Ordinary Shares following the Share
Consolidation.
Fractional entitlements, whether arising from holdings of fewer
or more than 38 Existing Ordinary Shares, will be sold in the
market and the proceeds will be retained for the benefit of the
Company. The Existing Ordinary Shares have been admitted to CREST.
Application will be made for Enlarged Share Capital to be admitted
to CREST, all of which may then be held and transferred by means of
CREST. It is expected that the New Ordinary Shares arising as a
result of the Share Consolidation in respect of Existing Ordinary
Shares held in uncertificated form, i.e. in CREST, will be credited
to the relevant CREST accounts on 11 June 2012.
The record date of the Share Consolidation is 8 June 2012. The
rights attaching to the New Ordinary Shares will be identical in
all respects to those of the Existing Ordinary Shares. New share
certificates will be issued to holders of Existing Ordinary Shares
following the Share Consolidation. Pending the issue of a new share
certificate, holders of Existing Ordinary Shares existing share
certificate(s) will remain valid.
5. Information on the Current Directors, Proposed Directors,
Advisory Board and Senior Management
The directors of the Company as at the date of the Admission
Document comprise Michael Edelson and Ian Aspinall. On Admission,
Ian Aspinall will resign as a director and Company Secretary with
immediate effect and Michael Edelson will be appointed as a
non-executive director of the Company.
On Admission, Stephen Staley will join the New Board as CEO with
Cathal Friel as Non-executive Chairman and Michael Nolan as a
Non-executive Director. Alan Mooney will be appointed Company
Secretary. Stephen Staley has been part time CEO of Terra since
April 2011.
Brief summaries of the biographies of each of the Directors and
Proposed Directors are set out below:
5.1. Current Directors
John Michael Edelson (aged 67), Non-executive Chairman and
proposed Non-executive Director
Mr Edelson has been non-executive chairman of Sterling Green
Group plc since he founded the Company (then called Hamilton
Partners plc). Since 1990 he has founded and been on the board of
many listed companies, mostly on AIM, including ASOS (formerly
Brindle plc), Magic Moments plc, Knutsford Group plc, Mercury
Recycling Group plc, Prestbury Group plc and Singer &
Friedlander AIM 3 VCT plc.
He has been a member of the board of Manchester United Football
Club Limited since 1982.
Ian Aspinall (aged 48), Non-executive Director
Mr Aspinall was appointed Finance Director of Sterling Green
Group plc in June 2010. He qualified as a Chartered Accountant in
May 1989 whilst working in a private practice based in central
Manchester, where he remained until March 2000. Whilst holding the
position of company secretary of a number of AIM listed and private
companies over the last decade, he has also been the Finance
Director of AIM listed DM plc (formerly Hawthorn Holdings plc)
until October 2004 and a Non-Executive Director of AIM listed Felix
Group PLC until March 2004. He is also currently a Director of
Oxygen Ventures
Limited, which is registered with the FSA.
5.2. Proposed Directors
Dr George Henry Stephen Staley (aged 52), Proposed CEO
Dr Staley is a Fellow of the Geological Society holds a BSc
(Hons.) in Geophysics from Edinburgh University, a PhD in Petroleum
Geology from Sheffield University and an MBA from Warwick
University. Stephen was founder and former Managing Director of
Independent Resources PLC and is founder and Managing Director of
Derwent Resources Limited. He is currently a non-executive director
of Cove Energy Plc. Dr Staley has 27 years' experience in the
energy sector, including Conoco and BP, with considerable
experience in the European, African and Asian oil, gas and power
sectors.
Cathal Martin Friel (aged 47), Proposed Non-executive
Chairman
Mr Friel is managing director and one of the founders of Raglan
Road Capital Limited (which trades as Raglan Capital), a Dublin and
London based corporate finance and merchant banking group. He has
over 25 years of managerial, entrepreneurial and corporate finance
experience, as well as successfully advising major UK and Irish
companies on domestic and international transactions.
He was previously one of the founding directors of Dublin based
Merrion Corporate Finance, where he helped build Merrion to become
one of Irelands top three corporate finance and stockbroking firms
in less than 6 years before successfully selling it for
approximately EUR100 million in 2006.
Michael Henry Nolan (aged 50), Proposed Non-executive
Director
Mr Nolan is a qualified accountant and was founder and Finance
Director of Cove Energy PLC, which listed on AIM in 2009. He is
currently Executive Chairman of Vancouver based, Rathdowney
Resources Limited, a TSX-V listed natural resource company,
operating in Ireland. Michael currently serves on the board of
several resource exploration and investment companies including
Tiger Resource Finance plc and Adelaide Capital Corp Limited. Mr
Nolan has over 25 years' experience in the exploration sector.
5.3. Advisory Board
The Enlarged Group will have an advisory board to help source
and procure relevant projects and assess potential projects. The
members of the Advisory Board on Admission will be:
John Edward Craven (aged 62), Geologist
Mr Craven is a petroleum geologist with thirty five years'
experience in senior technical and commercial roles in upstream oil
and gas exploration and production companies. He has been a
director and CEO of Cove Energy plc ("Cove") since May 2009. Cove
is currently subject to a takeover bid valuing it in excess of GBP1
billion. Prior to joining Cove, he was founder and chief executive
of AIM and ESM quoted, African and Mediterranean focused,
exploration company, Petroceltic International plc ("Petroceltic").
Petroceltic grew under his direction and stewardship to a business
with a diversified portfolio of exploration and appraisal projects
in Italy, Algeria and Tunisia. Mr Craven has an MSc in
Petroleum Geology from the Royal School of Mines in London and
an MBA from Queens University in Belfast.
Paul Griffiths (aged 57), Geologist
Mr Griffiths is a petroleum geologist with over 35 years
experience in early stage oil and gas prospecting. He was a founder
and former CEO of Island Oil and Gas plc which drilled the first
successful exploration well offshore south east Ireland in 16 years
and was subsequently acquired by San Leon Energy. He has previous
experience in both Gulf Oil and Libyan National Oil
Corporation.
He is a graduate of the Royal School of Mines (London) in
geology and will be an advisor to the Enlarged Group solely in
respect of oil and gas exploration appraisal and development
onshore and offshore Ireland.
6. Details of the Placing and use of proceeds
The Company is proposing to raise GBP10 million (before
expenses) by the issue of 90,909,091 New Ordinary Shares at the
Placing Price. The Placing Shares will represent approximately 55.8
per cent. Of the Enlarged Share Capital. The Placing Shares will
rank pari passu in all respects with the New Ordinary Shares
including the rights to all dividend and other distributions
declared, made or paid following Admission and will be issued fully
paid under the Act and pursuant to the authorities being provided
under Resolutions 4 and 5. The Placing has not been
underwritten.
The proceeds of the Placing will be used to fund and develop a
pipeline of opportunities for Terra and for general working capital
purposes for the Enlarged Group.
The Placing is conditional, inter alia, on:
-- the Placing Agreement becoming unconditional and not having
terminated in accordance with its terms prior to Admission; and
-- Admission occurring by no later than 11 June 2012 (or such
later date as Shore Capital, Davy and the Company may agree, being
no later than 31 July 2012).
7. Directors' and Proposed Directors' Interests
Immediately following Admission, the interests of the Current
Directors and Proposed Directors in the issued share capital of the
Company will be, as follows:
At the date of Upon Admission Options
the Admission
Document
------------------- ------------------------------ ---------------------------- ----------------------------
Director/Proposed Number Percentage Number Percentage Number Percentage
Director of Existing of Existing of New of Enlarged of New of fully
Ordinary Share Capital Ordinary Share Capital Ordinary diluted
Shares Shares Shares enlarged
subject share capital
to option
------------------- ------------- --------------- ----------- --------------- ----------- ---------------
Michael
Edelson(1) 35,050,390 11.5 922,384 0.57% 131,578 0.61%
------------------- ------------- --------------- ----------- --------------- ----------- ---------------
Ian Aspinall(2) 0 0% 0 0% 16,447 0.20%
------------------- ------------- --------------- ----------- --------------- ----------- ---------------
Cathal
Friel(3) 0 0 18,888,051 11.59% 0 1.94%
------------------- ------------- --------------- ----------- --------------- ----------- ---------------
Michael
Nolan 0 0% 3,341,243 2.05% 0 1.95%
------------------- ------------- --------------- ----------- --------------- ----------- ---------------
Steve Staley 0 0% 3,333,183 2.04% 0 1.94%
------------------- ------------- --------------- ----------- --------------- ----------- ---------------
Notes:
1. Michael Edelson's interest in Existing Ordinary Shares in the
Company include 1,000,000 held by his wife, JB Edelson, 1,750,000
held by Novabank Capital Limited and 3,800,390 held by London and
City Credit Corporation Limited. In addition, Michael Edelson holds
1,000,000 Existing Ordinary Shares non-beneficially as a trustee of
The Morris Edelson Settlement.
2. Ian Aspinall has non-beneficial interests in Existing
Ordinary Shares in the Company, being 8,250,000 held
non-beneficially as a trustee of The Blueberry Charitable Trust and
4,000,000 held non-beneficially by his wife, J M Aspinall, as a
trustee of The Cheshire Children's Charitable Trust.
3. Cathal Friel's interest in New Ordinary Shares in the Company
will include 15,554,857 New Ordinary Shares held by Raglan Road
Capital Limited, a company in which Cathal Friel and his wife,
Pamela Iyer, have a 90 per cent. interest.
8. Significant shareholders
On Admission, the following will hold directly or indirectly 3
per cent. or more of the Enlarged Share Capital:
Upon Admission
---------------------------- ------------------------------------------------
Shareholder Number of New Ordinary Percentage of Enlarged
Shares Share Capital
---------------------------- ----------------------- -----------------------
Cathal Friel(1) 18,888,051 11.59%
---------------------------- ----------------------- -----------------------
Henderson Global Investors
Limited 8,181,818 5.02%
---------------------------- ----------------------- -----------------------
CQS Asset Management
Limited 7,500,000 4.60%
---------------------------- ----------------------- -----------------------
Davycrest Nominees 7,136,363 4.38%
---------------------------- ----------------------- -----------------------
Mandatum Life Insurance
Company Limited 6,954,545 4.27%
---------------------------- ----------------------- -----------------------
Standard Life Investments
Limited 6,818,182 4.18%
---------------------------- ----------------------- -----------------------
BlackRock Investment
Management (UK) Limited 5,000,000 3.07%
---------------------------- ----------------------- -----------------------
Note:
1. Cathal Friel's interest in New Ordinary Shares in the Company
will include 15,554,857 New Ordinary Shares held by Raglan Road
Capital Limited, a company in which Cathal Friel and his wife,
Pamela Iyer, have a 90 per cent. interest.
9. General Meeting
Set out at the end of the Admission Document is a notice
convening the General Meeting to be held at the offices of the
Company at Number 14, The Embankment, Vale Road, Heaton Mersey,
Stockport, Cheshire SK4 3GN at 10.05 a.m. on 8 June 2012, (or such
later time as the Annual General Meeting of the Company to be held
at 10.00 a.m. on the same day has concluded or been adjourned) for
the purposes of considering and, if thought fit, passing the
Resolutions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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