TIDMSCIR
RNS Number : 6068O
Scirocco Energy PLC
13 June 2022
13 June 2022
Scirocco Energy plc
("Scirocco Energy" or "the Company")
Ruvuma Divestment and announcement of General Meeting
Scirocco signs binding agreement to divest 25% interest in
Ruvuma to Wentworth Resources for a total consideration of up to
US$16 million
Scirocco Energy (AIM: SCIR), the AIM investing company targeting
attractive assets within the European sustainable energy and
circular economy markets, is pleased to announce that it has
entered into a conditional binding agreement with Wentworth
Resources plc (AIM: WEN) to divest its 25% non-operated interest in
the Ruvuma asset, Tanzania, for a total consideration of up to
US$16 million.
Ruvuma Transaction Highlights
-- Total consideration of up to US$16 million comprised of:
o Initial consideration of US$3 million payable on completion of
the Proposed Transaction;
o US$3 million payable upon final investment decision being
taken by the parties to the Ruvuma Asset Production Sharing
Agreement or the JOA as the case may be;
o Deferred consideration of up to US$8 million payable in the
form of a 25% net revenue share from the point when Ruvuma
commences delivery of gas to the gas buyer;
o Contingent consideration of US$2 million payable on gross
production reaching a level equal to or greater than 50Bcf.
-- Wentworth to provide Scirocco with a loan of up to $6,250,000
to meet all cash calls pursuant to the Ruvuma JOA arising between
the Economic Date of 1 January 2022 and expected Completion
timeline.
-- The first $3m to be drawn under the loan is interest free
however any amounts drawn in excess of $3m will incur interest at a
rate of 7% per annum until such time as the grant of the security
in respect of the loan is approved by the Minister for Energy in
Tanzania.
-- The total consideration represents over 200% premium to
Scirocco's current market capitalisation.
-- The deal strengthens Scirocco's balance sheet and,
critically, removes the imminent need to raise capital to fund the
Ruvuma work programme.
-- Completion of the Proposed Transaction follows a formal sales
process for the asset and enables Scirocco to accelerate its
strategy of building a portfolio of cash generative assets within
the sustainable energy and circular economy sectors.
-- Pursuant to Rule 15 of the AIM Rules for Companies, the
Proposed Transaction is subject to shareholder approval by way of
an ordinary resolution at a General Meeting scheduled for 29(th)
June 2022, the details of which will be included in a shareholder
circular published today. Please refer to the end of this
announcement for an extract from the circular containing more
details on the Proposed Transaction and the General Meeting .
-- Those Directors who hold shares, representing 3.2% of the
Company's issued share capital, believe the Proposed Transaction to
be in the best interests of the Company and will be voting in
favour at the General Meeting.
-- In addition the Company has received letters of support for
the Proposed Transaction from significant shareholders representing
11.1% of the Company's issued share capital which confirm that it
is their current intention to vote in favour of the resolution at
the General Meeting
In line with the requirements of Schedule Four of the AIM Rules,
the Company notes that it recorded its interest in the Ruvuma asset
at a gross asset value of GBP14.63 million per its unaudited
accounts for the 6 month period ended 30 June 2021. For the audited
year ended 31 December 2020, the Company incurred losses relating
to Ruvuma asset of GBP0.81 million.
Capitalised terms are as per the definitions section at the end
of the announcement.
Commenting on the Proposed Transaction, Tom Reynolds, Scirocco's
CEO stated:
"This is a transformative deal that follows lengthy engagement
with Wentworth and a two-year sales review process. The deal
enables Scirocco to crystallise firm value from this asset which
can be deployed into compelling opportunities in line with the
Company's strategy to focus on opportunities within sustainable
energy and the circular economy. The deal is appropriately
structured to reflect the risk profile of the asset and ensures
Scirocco retains value exposure to the ongoing success of the
project as it reaches various milestones. Critically, it also
provides the Company with the funding to meet the imminent cash
calls associated with the work programme on the Ruvuma Asset until
the deal completes, meaning we avoid the material dilution that
would have been required in the event we retained our interest in
the project.
The Board has no doubt whatsoever that this is wholly in the
best interest of the Company and its shareholders. After an
exhaustive sales process over the last couple years, it is evident
that this is the best possible deal that we could achieve based on
the macro backdrop and the investment required to further de-risk
and commercialise our interest in Ruvuma. In Wentworth, we have
found the perfect counterparty that can add value to the JV going
forward, and their existing profile in Tanzania ensures lower deal
execution risk and the best chance of a swift completion.
Upon completion, this deal enables the Board to focus on the
execution of its stated strategy, with a significantly stronger
balance sheet and cash that can be deployed right away to
capitalise on the compelling opportunities that we have within the
EAG JV's deal pipeline. Those opportunities reflect our stated
intention to create a cash generative, diversified business model
which can grow through acquisition of and/or investment in
sustainable energy assets. The divestment of Ruvuma simplifies our
investment thesis and enhances our appeal to a broader universe of
investors, including ESG investors who we believe will be attracted
to our growth strategy.
We look forward to discussing the merits of this proposed
transaction with our shareholders at the upcoming shareholder
presentation, details on which are set out below."
Shareholder Presentation and Q&A Session Thursday 16(th)
June 3:00pm BST
Tom Reynolds will provide a live presentation and host a Q&A
session relating to the Proposed Transaction via the Investor Meet
Company platform at 3:00pm BST on Thursday 16(th) June.
Questions can be submitted pre-event via your Investor Meet
Company dashboard up until 9am the day before the meeting or at any
time during the live presentation.
Investors can sign up to Investor Meet Company for free via the
following link:
https://www.investormeetcompany.com/scirocco-energy-plc/register-investor
Extract from shareholder circular and notice of general meeting
dated 13 June 2022
Background to the Proposed Transaction
In March 2020 the Company announced its intention to sell its
25% interest in the Ruvuma PSA, onshore Tanzania. As a further
development of this initiative, in November 2020 the Company
outlined a strategic pivot to invest in sustainable energy assets.
In the Board's view, the main drivers for the pivot were the
following:
-- access to capital for small cap E&P investment was facing
numerous challenges due to a significant shift of investor
sentiment away from the sector;
-- availability of investable assets. With the increasing
momentum to decarbonize the energy sector the Board expected to be
able to identify a strong supply of investable opportunities in
that space;
-- ability to build cashflow. The nature of assets being
targeted would allow the company to build immediate cashflow which
would then be available for re-investment in further growth;
and
-- manageable investment scale. The type of investments being
targeted are expected to support capital investments at smaller
scale allowing the Company to grow its asset base in smaller
incremental steps with a lower average capital expenditure
requirement per investment.
Alongside publication of this document, the Company has
announced that it has entered into the Asset Purchase Agreement
under which Wentworth has agreed to acquire the Ruvuma Asset (the
"Proposed Transaction"). Wentworth is an AIM-listed E&P company
focused on natural gas assets in Tanzania.
If the Proposed Transaction completes, Scirocco will no longer
be exposed to the costs (or the potential upside) associated with
the Ruvuma Asset and will be free to pursue its Investing Policy
approved in July 2021, with a view to building a portfolio of
sustainable energy assets. An update on the Company's recent
activities and the Board's intentions in respect of the Investing
Policy are set out at the end of this section.
The Proposed Transaction will involve the disposal of the
Company's entire interest in the Ruvuma Asset for an initial
consideration of $3,000,000 in cash payable upon completion of the
Proposed Transaction, plus deferred consideration of up to
$13,000,000 in aggregate, payment of which is contingent upon
fulfilment of certain conditions and milestones set out in the
Asset Purchase Agreement (and as detailed below).
In addition to entering into the Asset Purchase Agreement, the
Company and Wentworth have entered into the Facility Agreement
under which Wentworth has agreed, subject to the satisfaction of
certain conditions, to provide loan funding to the Company to allow
it to meet its cash call obligations pursuant to the Ruvuma JOA
prior to completion of the Proposed Transaction.
Further details of the principal terms of the Asset Purchase
Agreement and the Facility Agreement are set out below.
The Proposed Transaction is of a sufficient size relative to the
Group to constitute a fundamental disposal pursuant to AIM Rule 15
and accordingly is conditional upon the consent of the Shareholders
being given in a general meeting of the Company.
Reasons for the Proposed Transaction
Throughout the course of 2021 and in early 2022, the Company
conducted an extensive asset marketing process with a view to
divesting its Tanzanian assets in line with its strategy re-fresh
in 2020 and in furtherance of its Investing Policy.
The Company and the Directors are of the view that early-stage
hydrocarbon assets remain a challenging investment space for
micro-cap companies that ultimately lack the balance sheet strength
or the depth of portfolio to absorb the range of potential outcomes
for such assets. Additionally, the ability for micro-cap companies
to access capital in the oil and gas sector has been significantly
impaired in the last few years. These dynamics have primarily been
driven by:
-- overall lack of returns in the sector for investors, driven
by persistently low oil prices for a number of years until the
recent increases witnessed; and
-- an exodus of capital from the oil and gas sector in light of
the ongoing pressure to decarbonize the global energy sector.
Against that backdrop, the Directors announced in 2021 that they
intended to deliver on a new investment strategy focused on
sustainable energy assets and the circular economy, which
culminated in the adoption by the Company of the Investing Policy.
The primary objective of this strategy is to create a business
capable of delivering a return premium for its shareholders while
not exposing them to the bifurcated outcomes of success and failure
that are often associated with the oil and gas sector (and, in
particular, early-stage assets such as the Ruvuma Asset).
The Directors believe that the Proposed Transaction will be
beneficial in the following respects:
-- if the maximum potential consideration is received, the
Proposed Transaction will be a highly-accretive deal for Scirocco,
representing a premium of over 200% against Scirocco's current
market cap (assuming a market cap of approximately GBP3.4
million);
-- the Proposed Transaction is firmly aligned with the Company's
strategy to divest its oil and gas assets and focus on
opportunities in the circular economy and sustainable energy
assets;
-- the terms of the Proposed Transaction are the result of
extensive negotiations with Wentworth and, before that, a two-year
sales process that exhausted all other reasonably viable
purchasers;
-- the Proposed Transaction strengthens Scirocco's balance sheet
and, critically, removes the imminent need to raise capital
equivalent to or potentially in excess of the current market cap to
fund the 2022 work programme for the Ruvuma Asset (the estimated
funding gap at present being equal to c. GBP3.5 million);
-- the contingent aspects of the Proposed Transaction provide
exposure to material upside potential in the event certain key
project milestones are achieved, while also reducing exposure to
the downside risks associated with the uncertain prospects of the
Ruvuma Asset;
-- Wentworth is a particularly suitable counterparty given its
existing relationships and presence in Tanzania, which should
reduce execution risk;
-- the Proposed Transaction is appropriately structured to
reflect the ongoing risk associated with the Ruvuma Asset, as well
as the challenges of operating in the current macro environment as
described above;
-- exiting the Ruvuma Asset will enable the Company to
accelerate its strategy of building a portfolio of cash generative
assets focused on renewables and the circular economy, as well as
streamlining its activities and strengthening its strategic
narrative to appeal to a broader range of potential investors;
-- the Proposed Transaction provides cash that can be deployed
to fund near-term non-dilutive growth for the Company; and
-- while the Ruvuma Asset represents a compelling project, it
has technical and commercial risk that is in the Directors' view
not suitable for a company of Scirocco's size and strategic
direction as highlighted by the Board when proposed the new
Investing Policy in 2021.
Update on recent activities and implementation of the Investing
Policy
In 2021, the Company outlined its proposed new strategy to
invest in sustainable energy assets and subsequently adopted the
Investing Policy at its 2021 Annual General Meeting, with the
approval of 99.6% of those Shareholders eligible to vote on the
resolution. Even before the disruption and uncertainty caused by
the COVID-19 pandemic, the microcap E&P environment was facing
numerous challenges in terms of access to capital and large scale
shifting of investor sentiment away from the sector. It was with
that background the Board made the decision to pivot the Company's
strategy towards sustainable energy assets and the circular
economy.
The Company has focused on delivering its Investing Policy as
evidenced by its entry into a joint venture arrangement in June
2021 in respect of EAG, a UK incorporated private company focused
on creating a portfolio of anaerobic digestion plants that meet a
well-defined set of operational and financial criteria. The joint
venture represents the Company's first investment into the AD
sector, which the Directors consider to be an asset class that is
well placed for consolidation of bankable, yield-generating assets
that will allow Scirocco to grow its investment portfolio. Scirocco
intends to support EAG in acquiring a portfolio of AD plants in
Northern Ireland and the rest of the UK.
Since entering into the EAG joint venture, Scirocco has
supported and funded EAG's acquisition of GGL, which owns a 0.5 MWe
anaerobic digestion plant located in County Londonderry in Northern
Ireland. EAG's acquisition of GGL completed in October 2021 and was
funded by Scirocco out of the proceeds realised from the sale of
its shares in HE1. Since completion, the GGL asset has performed
very well, exceeding EBITDA forecasts.
During 2021, the Company sold a significant part of its holding
of HE1 taking advantage of an attractive valuation offered in the
first half of the year. Scirocco realised c.GBP3.28 million from
the sale of HE1 shares in 2021, leaving the Company's holding in
HE1 at less than 1%. The Company used the majority of the HE1 share
sale proceeds to fund EAG's acquisition of GGL.
Please refer to the Company's RNS of 9 May 2022 for further
detail on the Company's various investments.
The Investing Policy is to acquire a diverse portfolio of direct
and indirect interests in sustainable energy and circular economy
assets within the European energy market. The Board is seeking to
invest in opportunities which meet the following criteria:
-- cash generative, with the potential to re-invest operational
cash flow in further growth;
-- situated within the European energy space;
-- acquisition targets within the low-carbon space, including
renewable energy, circular economy and energy storage and transfer
sectors;
-- assets which can attract the necessary investment capital,
taking appropriate account of growing investor sentiment towards
ESG and SRI indicators; and
-- assets which deliver stable returns, with lower exposure to global commodity prices.
In December 2021 the Company announced the agreement of an
exclusive supply arrangement with SEM Limited to access technology
which will allow the processing of digestate material from AD
plants into organic fertiliser. This technology provides EAG with a
significant lever to add value to each of the AD plants it
acquires, as well as the option to supply the technology to third
party AD plants through the installation of merchant digestate
management equipment.
The Company will continue implementing its Investing Policy
following completion of the Proposed Transaction.
Principal Terms of the Proposed Transaction
Key Terms of the Asset Purchase Agreement
The Asset Purchase Agreement in respect of the Proposed
Transaction was entered into between Scirocco and Wentworth on 13
June 2022.
Completion of the Asset Purchase Agreement is conditional upon,
inter alia, the following conditions precedent (the "Conditions
Precedent"):
-- written waivers from each of:
o each party to the Ruvuma JOA (other than the Company) of their
pre-emption rights in relation to the sale of the Ruvuma Asset;
and
o TPDC of their rights of first refusal in relation to the
Ruvuma Asset pursuant to Section 86(5) of the Petroleum Act
2015,
(or such pre-emption rights or rights of first refusal in
respect of the Proposed Transaction having lapsed or
timed-out);
-- the Resolution being passed by the requisite majority of
Shareholders at the General Meeting;
-- written confirmation from the Fair Competition Commission in
Tanzania that it has granted an exemption for the Proposed
Transaction, or has otherwise determined that the Proposed
Transaction is not prohibited under the Fair Competition Act, 2003
(Act No. 8 of 2003) of Tanzania; and
-- written confirmation from or on behalf of the Minister for
Energy in Tanzania that they have approved the Proposed Transaction
for the purposes of Section 86(1) of the Petroleum Act 2015.
The Conditions Precedent must be satisfied or waived by 30 June
2023 (the "Longstop Date") (unless such date is extended by
agreement between Scirocco and Wentworth), otherwise the Asset
Purchase Agreement automatically terminates.
The consideration payable for the Ruvuma Asset comprises:
-- initial consideration of $3,000,000 in cash payable upon
completion of the Proposed Transaction and, subject to certain
conditions Wentworth, will make a loan of $500,000 available to
Scirocco (the "Initial Loan Amount"); plus
-- contingent deferred consideration of up to $13,000,000 in
aggregate made up of the following payments:
o $3,000,000 to be paid following the date on which the
operating committee provides final approval of a development plan
under the Ruvuma JOA;
o $8,000,000 which shall be payable from first gas on the Ruvuma
Asset where the net revenues payable to Wentworth under any sale
arrangements shall be payable 75% to Wentworth and 25% to Scirocco
until such time as Scirocco has been paid $8,000,000; and
o $2,000,000 following the date on which the cumulative gross
production from the Ruvuma Asset is equal or greater than 50
billion cubic feet.
If the Asset Purchase Agreement has not completed by the
Longstop Date 50%, of the Initial Loan Amount is refundable by
Scirocco to Wentworth (save where Completion does not occur as a
direct result of Wentworth breaching the Asset Purchase Agreement,
in which case the full Initial Loan Amount is non-refundable).
The Asset Purchase Agreement also contains customary warranties
and indemnities for a transaction of this nature in relation to the
Ruvuma Asset.
The Asset Purchase Agreement is governed by the laws of
Tanzania.
Key Terms of the Facility Agreement
The Facility Agreement was entered into between Scirocco (as
borrower) and Wentworth (as lender) on 13 June 2022.
Pursuant to the Facility Agreement, Wentworth has agreed to make
available to Scirocco a term loan facility of up to $6,250,000 (the
"Facility").
Utilisation of the Facility is subject to the fulfilment of
certain conditions precedent including, inter alia, the Resolution
being passed by the requisite majority of Shareholders at the
General Meeting, pre-emption waivers being provided pursuant to the
APA and no event of default having occurred.
The Facility is being provided to Scirocco purposes of meeting
all cash calls due by Scirocco pursuant to the Ruvuma JOA between
the Economic Date and Completion.
The first $3m to be drawn under the Facility is interest free
however any amounts drawn in excess of $3m will incur interest at a
rate of 7% per annum until such time as the grant of the security
in respect of the Facility is approved by the Minister for Energy
in Tanzania.
Subject to Completion occurring, the Facility is repayable by
Scirocco upon Completion by way of a corresponding reduction to the
consideration payable under the Asset Purchase Agreement. If
Completion does not occur, the Facility will be repayable on the
date falling 90 days after Wentworth has demanded repayment
following termination of the Asset Purchase Agreement (the
"Repayment Date"). If the Facility is not repaid by the Repayment
Date, Wentworth may convert all or part of the Facility into fully
paid Ordinary Shares, subject to applicable laws and
regulations.
The Facility will be secured by assignments in security by the
Company in favour of Wentworth over the Licence Documents for the
Ruvuma Asset. The grant of such security will be subject to the
consent Minister for Energy in Tanzania and both parties will look
to obtain such consent as soon as possible.
The Facility Agreement is governed by the laws of England and
Wales.
Proposed Use of Proceeds
The Board expects to deploy the proceeds of the Proposed
Transaction to support its investment activity which aligns with
its Investing Policy, as well as for general corporate and working
capital purposes.
General Meeting and Resolution
The Proposed Transaction is conditional upon, amongst other
things, Shareholder approval being obtained at the General
Meeting.
A notice convening the General Meeting to be held at Pinsent
Masons LLP, 141 Bothwell Street, Glasgow, G2 7EQ on 29 June 2022,
at which the Resolution will be proposed, has been dispatched to
shareholders today.
At the General Meeting the Resolution will approve the Proposed
Transaction for the purposes of Rule 15 of the AIM Rules and will
give the Directors or any committee authority to take all necessary
steps to complete the Proposed Transaction.
Definitions
"AD" anaerobic digestion
"AIM" the market of that name operated by
the London Stock Exchange
"AIM Rules" the AIM Rules for Companies governing
the admission to and operation of AIM
published by the London Stock Exchange
as amended from time to time
"Aminex" Aminex PLC, the Company's joint venture
partner in relation to the Ruvuma PSA
through its wholly-owned subsidiary,
Ndovu
"ARA" ARA Petroleum Tanzania Limited, the
Company's joint venture partner in
relation to the Ruvuma PSA and the
operator under the Ruvuma PSA
"Articles" the articles of association of the
Company in force at the date of this
document
"Asset Purchase Agreement" means the conditional asset purchase
or "APA" agreement between the Company and Wentworth
dated 13 June 2022 in respect of the
Proposed Transaction
" bcf " Billion (10(9) ) Cubic Feet, a measure
of gas volume
"Board" or "the Directors" the directors of the Company, as at
the date of this document, whose names
are set out on page 7 of this document
"Circular" or "document" the circular , dated 13 June 2022
"Company" or "Scirocco" Scirocco Energy PLC, a company incorporated
in England and Wales with company number
05542880 whose registered office is
at 1 Park Row, Leeds, United Kingdom,
LS1 5AB
"Completion" completion of the Proposed Transaction
in accordance with the Asset Purchase
Agreement
"Conditions Precedent" has the meaning given to it in paragraph
Key Terms of the Asset Purchase Agreement
above
"EAG" Energy Acquisitions Group Limited
"Economic Date" 1 January 2022
"EU" the European Union
"Facility" has the meaning given to it in paragraph
3 of Part I of this document
"Facility Agreement" the conditional facility agreement
entered into between Scirocco and Wentworth
in connection with the Proposed Transaction
on 13 June 2022
"FCA" the Financial Conduct Authority of
the UK
"Form of Proxy" the form of proxy enclosed with this
document for use in relation to the
General Meeting
"General Meeting" the general m eeting of the Company,
convened for 10:30am on 29 June 2022
and any adjournment thereof, notice
of which is set out in Part II of this
document
"GGL" Greenan Generation Limited
"Government" the Government of Tanzania
"Group" together the Company and its subsidiary
undertakings
"HE1" Helium One Limited
"Investing Policy" the investing policy of the Company
as adopted on 9 July 2021
"London Stock Exchange" London Stock Exchange plc
"Mtwara Exploration the Mtwara Exploration Licence dated
Licence" 8 December 2005 amongst, as at the
date of this Agreement, The United
Republic of Tanzania Ministry of Energy
and Minerals, the Company, Aminex and
ARA
"Ndovu" Ndovu Resources Limited
"Notice of General the notice convening the General Meeting,
Meeting" as set out in Part II of this document
"Ordinary Shares" ordinary shares of 0.2 pence each in
the capital of the Company having the
rights and being subject to the restrictions
contained in the Articles
"Proposed Transaction" has the meaning given to it in section
2 of Part I of this document in the
paragraph headed " Background to the
Proposed Transaction"
"PSA" a production sharing agreement
"Registrars" Share Registrars Limited, The Courtyard,
17 West Street, Farnham, Surrey, GU9
7DR
"Repayment Date" has the meaning given to it in paragraph
3 of Part I of this document
"Resolution" the ordinary resolution as set out
in the Notice of General Meeting
"Ruvuma Asset" the following interests held by the
Company:
(a) an undivided legal and beneficial
interest in the Mtwara Exploration
Licence;
(b) a legal and beneficial interest
in the Ruvuma PSA; and
(c) a 25% participating interest in
the Ruvuma JOA
"Ruvuma JOA" the JOA in respect of the Ruvuma area
of Tanzania dated 23 March 2006, amongst,
as at the date of this document, the
Company, Aminex and ARA or, as applicable,
any replacement or new operating agreement
entered into in respect of any part
of the Contract Area from time to time;
"Ruvuma PSA" the PSA dated 29 October 2005 in respect
of the Ruvuma area of Tanzania amongst,
as at the date of this Agreement, the
Government, TPDC, the Company, Aminex
and ARA
"Shareholders" registered holders of Ordinary Shares
"Tanzania" the Republic of Tanzania
"TPDC" the Tanzania Petroleum Development
Corporation
"UK" the United Kingdom of Great Britain
and Northern Ireland
"Wentworth" Wentworth Resources PLC
For further information:
Scirocco Energy plc
Tom Reynolds, CEO +44 (0) 20 7466
Doug Rycroft, COO 5000
Strand Hanson Limited, Nominated Adviser +44 (0) 20 7409
James Spinney / Ritchie Balmer / Rory Murphy 3494
WH Ireland Limited, Broker +44 (0) 207 220
Harry Ansell / Katy Mitchell 1666
Buchanan, Financial PR +44 (0) 20 7466
Ben Romney / Jon Krinks / James Husband 5000
Inside Information
The information contained within this announcement is deemed by
Scirocco to constitute inside information as stipulated under the
Market Abuse Regulation (EU) no. 596/2014 ("MAR"). On the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
This information is provided by RNS, the news service of the
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END
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