Following the completion of acquisition by Seplat Petroleum Development Company Plc of Eland Oil & Gas Plc, trading of the Eland shares on AIM has been cancelled with effect from December 18, last year and the company delisted from AIM.
On October 15, last year, the boards of Seplat and Eland announced that they had agreed on the terms of a recommended cash acquisition by Seplat of the entire issued and to be issued ordinary share capital of Eland to be implemented via a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
A document was posted to Eland shareholders on October 28, last year, setting out the terms of the Acquisition called (the “Scheme Document”).
On December 12, last year, Seplat and Eland announced that the court had sanctioned the Scheme.
Eland and Seplat announced that the Court Order sanctioning the Scheme has been delivered to the Registrar of Companies. Accordingly, the Scheme has now become Effective and the entire issued and to be issued ordinary share capital of Eland is wholly owned by Seplat.
Also as a result of the Scheme becoming effective, share certificates on Eland shares have ceased to be valid and of value and entitlements to Eland shares held in uncertificated form in Crest will be cancelled.
Scheme Shareholders on the register at the Scheme on December 16, last year, will receive 166 pence in cash for each scheme share. The consideration due to the Scheme Shareholders will be sent by no later than 31 December 31, 2019.
Also each of the non-Executive Eland directors has resigned as a director of Eland with immediate effect. Details of the acquisition are set out in the Scheme Document.
According to a document made available to reporters, on December 10, last year, Seplat entered into an amended and restated US$350 million revolving credit facility, which is available on a “certain funds” basis thereto to fund the cash consideration payable by Seplat to Eland Shareholders (and participants of the Eland Share Schemes) pursuant to the Acquisition.
As a result of entering into the Revolving Credit Facility, the US$350 million Bridge Facility Agreement, entered into with Citibank, N.A., London Branch prior to the announcement of the Acquisition, is no longer required and has been cancelled.
Citi, as financial adviser to Seplat, is satisfied that the necessary financial resources are available to Seplat to enable it to satisfy in full the cash consideration payable to Scheme Shareholders (and participants in the Eland Share Schemes) under the terms of the Scheme.
Seplat’s Chief Executive Officer, Austin Avuru, said: “We are delighted to successfully complete the acquisition of Eland, which further enhances Seplat’s footprint in Nigeria and provides opportunities for enhanced scale, diversification and growth. We welcome our new colleagues and Nigerian partners as we look forward to working together in this exciting phase of our development.”
Meanwhile, Mr. Roger Brown is warming up to take over as the as the chief executive officer from Avuru. Seplat had announced last year that Avuru will be retiring on July 31, this year after 10 years of leading the company.
Within the period, Avuru grew the company’s oil production from 22,700 barrels of oil equivalent per day (boepd) to 111,368boepd.
The acquisition of 45 per cent of oil mining lease (OML) 53, post Company’s IPO of 2014, created an opportunity in partnership with the Nigerian National Petroleum Corporation (NNPC) to spawn a mid-stream subsidiary, ANOH Gas Processing Company Limited.
ANOH project is currently progressing what will ultimately be a 300 million standard cubic feet per day (MMscf/d) of gas, 22,500 barrel per day (bpd) of condensate and 1,200boepd of LPG processing company. All these could not have been achieved without Mr. Avuru’s leadership skills, personal dedication and hard work, at the head of the company, the document noted.
The Board had selected Mr. Roger Brown as the successor to Mr. Avuru as the Chief Executive Officer, when Mr. Avuru steps down on 31 July 2020. Mr. Brown joined Seplat in 2013 as the Chief Financial Officer and played a key role in the successful dual listing of the Company in 2014.
Similarly, since joining the Company, he has played significant roles in various asset acquisitions by the Company, the document noted.