BowLeven and FirstAfrica Agree on Merger Terms
The Boards of BowLeven and FirstAfrica reached agreement on the terms of a recommended all share offer to be made by Jefferies International on behalf of BowLeven for the whole of the issued and to be issued share capital of FirstAfrica.
Under the terms of the Offer, FirstAfrica Shareholders will be entitled to receive 1 New BowLeven Share for every 190 FirstAfrica Shares. There will be no cash alternative.
The Offer values the entire existing issued share capital of FirstAfrica at approximately £30.1 million (involving the issue of up to 14,082,602 New BowLeven Shares) and each FirstAfrica Share at approximately 1.13 pence, based on the Closing Price of 213.75 pence per BowLeven Share on November 22, 2006, being the last Business Day prior to the date of this Announcement.
The Offer, based on the Closing Price of 213.75 pence per BowLeven share on November 22, 2006, represents a premium of:
- 25.0 per cent. to the Closing Price of 0.9 pence per FirstAfrica Share on 9 November 2006, being the date on which FirstAfrica Shares were suspended from trading on AIM; and
- 21.0 per cent. to the average Closing Price of 0.93 pence per FirstAfrica Share for the 30 calendar days ended 9 November 2006.
The BowLeven Directors believe the Offer represents an excellent opportunity for BowLeven in that:
- the combination of BowLeven's and FirstAfrica's respective asset portfolios creates a significant, operated and focused West Africa position;
- it will diversify BowLeven's single country exposure whilst maintaining regional focus;
- BowLeven's management has considerable experience in developing offshore upstream projects to apply to the development of the EOV Field in particular;
- BowLeven intends to revise and optimize the field development plan for the EOV Field;
- BowLeven's existing financial resources and additional financing can be used to bring the EOV Field into production;
- the EOV Field should provide an opportunity for mid/near term cash flow with first oil anticipated in the second half of 2008; and
- FirstAfrica's exploration potential augments BowLeven's existing 100 per cent operated acreage position.
Irrevocable undertakings to accept, or procure acceptance of, the Offer representing approximately 29.0 per cent. of FirstAfrica's existing issued share capital have been received by BowLeven.
It is expected that the Offer Document, the Equivalent Document and the Form of Acceptance will be posted to FirstAfrica Shareholders as soon as practicable and, in any event, within 28 days of this Announcement, except otherwise with the consent of the Panel.
The FirstAfrica Directors, who have been so advised by Rothschild, consider the terms of the Offer to be fair and reasonable. In providing advice to the FirstAfrica Directors, Rothschild has taken into account the FirstAfrica Directors' commercial assessments. Accordingly, the FirstAfrica Directors have unanimously agreed to recommend that all FirstAfrica Shareholders accept the Offer, as each of the FirstAfrica Directors that owns FirstAfrica Shares has irrevocably undertaken to do (or procure to be done) in respect of his own respective beneficial holdings of FirstAfrica Shares (amounting to, in aggregate and when taken together with the holdings of related trusts and close family members of the FirstAfrica Directors, 3,507,369 FirstAfrica Shares, representing approximately 0.13 per cent. of the existing issued share capital of FirstAfrica).
In a separate announcement, BowLeven has announced a Placing of 20,863,637 new BowLeven shares to raise approximately £45.9 million (gross of expenses) and that BowLeven has also granted an option to Suntera Resources Limited to subscribe by way of a Private Placing for 5,500,000 new BowLeven Shares to raise approximately £12.1 million (gross of expenses). The option is exercisable, at Suntera's discretion, on 27 November 2006. If not exercised on that date, the option will lapse. The Placing is fully underwritten by Hoare Govett. The Placing and the Private Placing are each conditional on the passing of the requisite resolution to be proposed at an EGM of BowLeven but neither is conditional on the Offer being declared wholly unconditional.
The New BowLeven Shares to be issued pursuant to the Offer represent approximately 29.3 percent of the Enlarged Issued Share Capital. The New BowLeven Shares to be issued pursuant to the Offer represent approximately 18.9 per cent. of the aggregate of the Enlarged Issued Share Capital, the new BowLeven Shares to be issued under the Placing and the new BowLeven Shares to be issued under the Private Placing (assuming exercise by Suntera of its option).
BowLeven has also agreed the key terms of a loan facility to FirstAfrica of up to US$25 million, subject to agreeing formal documentation, which FirstAfrica can draw down as required, subject to certain constraints, to meet its obligations to existing and new creditors of FirstAfrica. As at 22 November 2006, FirstAfrica had creditors of US$23.2 million. The interest rate on the proposed facilities would be US$ 3 month LIBOR plus 3 per cent. per annum. The proposed facility would be secured on (amongst other things) the shares of the two wholly-owned subsidiaries of FirstAfrica which own the East Orovinyare Block and the Epaemeno Block.
BowLeven holds interests in three blocks offshore Cameroon, West Africa. BowLeven's principal licensed interests are in the Etinde Permit area offshore Cameroon with a 100 per cent. interest in three shallow water blocks: Blocks MLHP-5, MLHP-6 and MLHP-7. As stated in BowLeven's annual report and accounts for the financial year ended 30 June 2006, recoverable hydrocarbon volumes in MLHP-7 are estimated to be 109mmboe of which 33.7mmboe are 2P recoverable reserve and 75.3mmboe are P50 Contingent Resources.
FirstAfrica's principal interests are in two 100 percent owned blocks in Gabon: the East Orovinyare Block and the Epaemeno Block. FirstAfrica announced on 15 November 2006 that a reserve audit carried by Netherland, Sewell & Associates on the EOV Field located in the East Orovinyare Block had produced a "best estimate" of unrisked Contingent Resources of 7.4mmbo. FirstAfrica announced on 4 October 2006 that a block assessment report carried out by Exploration Consultants Limited on the Epaemeno Block had identified six prospects in the Epaemeno Block with a total of 228 million barrels of unrisked Prospective Resources (recoverable).
Commenting on the Offer, Kevin Hart, Chief Executive Officer of BowLeven, said:
"This is an attractive opportunity for BowLeven and fits within the group's stated strategy of developing a portfolio of energy assets within the West African region. The combination of Bowleven and FirstAfrica would match FirstAfrica's development assets with BowLeven's capital resources and management expertise and create benefits for both sets of shareholders."
John Bentley, Executive Chairman of FirstAfrica, said:
"The Offer provides FirstAfrica Shareholders with an opportunity to achieve a
premium to the market value whilst retaining exposure to FirstAfrica's quality
assets through BowLeven."
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