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I had wondred why ANGS want to issue about 900 million new shares now(yesterday GM) when they are planning to sell the company in 3 wks time. I think it make sense to me now and I am thinking whether it is a good idea to buy few ANGS shares next week or wait for it to drop due to the new shares.
skittish
wish you full recovey and good health. Best regards
Morning skittish.
Hope you have made a full recovery and did not get too bad a dose of Covid. If you sent a new satellite up last week I trust you sterilised it before launch.
Hi IM, well spotted - yes it is just a confirmation statement with no updates, filed yesterday.
https://find-and-update.company-information.service.gov.uk/company/04140379/filing-history
Funnily enough I haven't had an email from CH saying there is a new filing, maybe that will come Monday.
CH isn't behind a paywall, so you should be able to access.
I had covid the week before last, so was able to do quite a bit of research, posting etc, but was back to work this week, hence the (relative) silence.
European gas prices may be about to rocket (again) over the next month or so, interesting that Saltfleetby is in play now and that there is continued interest in keeping AAOG 'alive', whilst everyone associated is quiet as a mouse (but not IM!), website now completely offline, director uncontactable etc.
May post again over the weekend, if I have time, partly along the theme at the end of my timeline -
12-10-20- Forum creates new subsidiary Saltfleetby Energy Europe Limited
4-11-20 - AAOG suspended
4-5-21 - AAOG (to) enter(s) into agreement with Saltfleetby Energy to buy 25% of Saltfleetby gas field for £8M in shares
5-5-21 - AAOG delisted
13-5-21 - ANGS agrees £12M loan facility for Saltfleetby with Forum Energy Services as guarantor
17-5-21 - Forum registers charges at Companies House
From 4-5-21 - "as a result of the Company having not yet made an acquisition, or acquisitions, which constitute a reverse takeover under the AIM Rules, or having otherwise sought re-admission as an investing company with the attendant requirement of raising at least £6 million, the cancellation of the admission of the Ordinary Shares to trading on AIM is expected to occur at 7.00 a.m. on 5 May 2021 (the "Cancellation")"
"The Company will tomorrow enter into an option agreement (the "Option") with Saltfleetby Energy Limited ("SEL") to acquire a 25% interest in in the Saltfleetby gas field, East Lincolnshire."
Why was it necessary for AAOG shares to be cancelled from admission on 5-5-21, a matter of a few hours prior to it entering into the Saltfleetby option and just a week before the £12M ANGS financing came through, which financing had been under negotiation for 8 months plus.
Could it be that had it entered into the option agreement BEFORE cancellation it could then have satisfied some (or maybe all) of the requirements of an investing company and the shares not have been cancelled?
The last thing Forum (or its backers) may have wanted is AAOG shares being traded at this present time, and thus acquiring an increased value via speculation, which may have resulted in them having to pay more for newly issued shares whenever an RTO was carried out. The cancellation was a necessary part of their scheme, hence all the haste to get rid of Tilapia, at whatever cost, exactly 12 months prior, which then set the clock ticking...
A confirmation statement should contain the following.
For companies, the confirmation statement contains details of its directors and shareholders, while the confirmation statement of an LLP lists its members. For both limited companies and LLPs, the confirmation statement also shows the business's registered office address.
Skittish: a small correction to your very interesting timeline post earlier: probably just a technicality. The Paul Forrest company acting as guarantor to the Charge on the Angus £12mm Debenture is Saltfleetby Energy Ltd, not Forum Energy Services.
In addition, I’m not an accountant and would welcome anyone’s views on how much cash Forum and SEL actually have. I can’t see much in their balance sheets. The respective Accounts are as thin as they’re allowed to make them and are ages out of date in any case but it looks as though there’s just been a lot of juggling of the decommissioning reserve.
Skittish if only we had one of these we could have all the answers.
https://www.bookdepository.com/The-Adventures-of-the-Wishing-Chair-gift-edition-Enid-Blyton/9781405286763?redirected=true&utm_medium=Google&utm_campaign=Base1&utm_source=IE&utm_content=The-Adventures-of-the-Wishing-Chair-gift-edition&selectCurrency=EUR&w=AFFPAU96D2FCHZA8V38J&gclid=EAIaIQobChMIhPG6rIWq9QIVE5ftCh2CZA_xEAQYAiABEgIwZ_D_BwE
One also has to determine whether Paul Forrest is Machiavelli or Baldrick: there are cunning plans and cunning plans. And whether the Earl of Lucan is a finance whizz or a clueless male model with a tendency to waffle. We may know more next week, when the 1%+ holders of Anguish shares have to declare their shareholdings.
Me too.
Yes you are correct, I am just so baffled by the whole thing now, we have so little information and such wild imagination .
Irishmouse: that would be for a transfer of 25% of SEL’s interest in Poundland, wouldn't it? Not for the transfer of the majority holding from the field operator.
OofyProfessor.
When the option agreement was announced this was published.
SEL having been granted consent to enter into the transaction documents by the project finance lenders (if required);
· All applicable and necessary consents, authorities or approvals required from the Oil & Gas Authority, the Secretary of State for the United Kingdom and/or any other applicable statutory or quasi-statutory body regulating the oil and gas industry in the United Kingdom consenting to the transfer of the interest in the Licence to be assigned to AAOG
That would cover most of the obstacles, but no doubt I have missed something out.
Sefton never told the truth ever. While the congolese was watching him to decide whether they
grant the licence he went round telling the world how much oil is there ready to be produced immediately and dragged misinformed investors with him. He even said he would produce the Djeno immediately while Djeno is an impervious rock. Also AAOG money went missing and were transferred to Tunisia to form a new oil company which later was banned by the Tunisian authority. Sefton was a barister and he was conveying the message as he was a geologist. I do not think that the congolese are stupid and they have a fair knowlege of the oil industry. Another similar example is TUSKAR. They never told the truth to their investors that although they are working with their local Nigerian partners they did not have a licence . When the Nigerian partners pulled the plug the investors lost eveything. There should be a law against these malpractises.
Skittish: you put forward a very interesting set of coincidences, cross-holdings, shared office addresses etc. It’s hard to put many of them down to happenstance, isn’t it? Is there also a Jonathan Tidswell connection (other than his apparently friendly relationship with the Earl of Lucan and with the principals at Knowe Properties, a big investor from its inception in Anguish).
The problem I have with it is the status of Poundland itself. It's the only interesting asset owned by any of these related companies. It seems to me it’s going to be very hard to sell all or part of the asset itself before the hedges apply in July. It’s very complicated and the Debenture holders have a charge on all of Anguish’s assets, so their agreement will be required. The charge gives the Debenture holders the right to take over Anguish’s assets in the event of a default, which includes failure to pay the £1.4mm of interest and the first instalment of the £12mm amortising loan some time in May or June. . It’s not clear that Anguish will have cash flow sufficient to meet these payments and the terms of the charge preclude further borrowing, Anguish may have share placings but a placing so soon after the announcement that the company is for sale because it's so cheap(!) would raise eyebrows at the LSE/FCA. So the Debenture holders may take the view that they won’t negotiate, and will merely wait until June and acquire the assets on a default. In any case, the OGA etc. would want months to look at the new structure before approving the deal, which would put back production to long after July.
If instead of selling the asset, Anguish itself were sold as a going concern and its separate corporate status maintained, they would obviate these issues. However, the hedge terms, which begin to apply in July, are so onerous that if they are late to produce enough gas to meet them, they will be an extremely heavy burden. The terms of the hedges are in the October 2021 revised CPR , on p.49. People on the Anguish site think they’ll negotiate terms with the Debenture holders to ditch the hedges, but they are potentially so lucrative to the Debenture holders at current gas prices (or anywhere near them) that they would want a premium over their present discounted value If they were to surrender them. You’re talking about many, many millions. In any case, the hedges continue in place until June 2025, soon after which the gas flow is expected to reduce quite rapidly.
So, while the huge rise in the gas price has made the economics of Poundland much more compelling, it’s the asset that’s worth more, not Anguish. Most of the profit will go to the Debenture holders and the owners of the hedge contracts. I suppose that if Mr. Forrest retains the money he got from Wingas or if he has access to other finance, and if he gets involved in taking over Anguish, the money may be available to get Poundland on stream in time to avoid a default. But the hedges will still apply.
All very plausible, and I used to love EB.
As for PF it doesn't really make sense, there is obviously information that we don't know.
I suppose the only question we need an answer to is .
Is Paul Forrest just an ex double glazing salesmen or a very patient, shred business man.
Good morning all.
Skittish you make this sound like a John le Carre novel, so I shall offer up my Enid Blyton version.
AAOG was set up by people who didn’t have a clue, they worked on the “fake it until you make it “ principal and went to the DRC with the attitude of we will show the locals how to do it.
We never got a CPR on C103 instead Sexton got a few of his mates to write unqualified statements. They shopped around for the cheapest drilling rig which they got but it nearly fell over. Then the warning bells started ringing because the cash hade been spent. Riverfort were brought in with a loan (a bit like inviting Albert Pierrepoint to dinner ) who then started shorting their shares.
The gruesome twosome then used what little cash we had to find some Mickey Mouse asset in Egypt, off they went leaving Sarah Cope in a dreadful mess. In Egypt they fell out and are now again in terrible trouble.
At this stage Sarah had to dump the Congo, it was riddled in debt ,law suits and a government who were no longer interested. Zen then came on the scene looking for a cheap asset to pacify shareholders. AC doese seem to by any old crap as long as it’s cheap. Sarah had to at this stage delist the company and slash costs and put us into a shell.
Paul Forrest,Forum and other large shareholders let her do this WHY ??????? Were they totally disspondant with the whole thing or is it cloak and daggers?
I think we are unlikely ever to know - what came first the chicken or the egg?
The central problem for AAOG was that by mid 2019 - unknown to most shareholders - it was bust, and owed large amounts of money to creditors both here and in Congo.
Whilst we though they were raising funds to do new drilling they were in fact just paying off already existing debts, and couldn't even manage that.
Congo (we now know) was a no hoper, 103C a bit of a disaster (was there ever recoverable oil there? We will only ever find out if someone re drills it), the licence was never going to be renewed, we could never have afforded it, and relations with the Congolese were rock bottom anyway - hence why they never paid their share of the money.
Congo (and its $3M+ debts) had to be got rid of, when exactly Zen became interested we're unlikely to know.
Was the rig option agreement and $25M financing Berwick just doing his own thing whilst living in a bit of a fantasy land - again we'll never know.
Did Forum just chance on AAOG, they were undoubtedly looking for a distressed company, was that before of after Riverfort became involved - again we're unlikely to know. Maybe Riverfort knew of Forum, but in the summer of 2019 AAOG didn't, and Riverfort was just lining up both sides of a deal, unknown to AAOG.
But I think for months before the "we're broke" announcement, AAOG was broke, and no doubt quite a few City types would have know that, even if most shareholders didn't.
In any event I'm sure everybody will have covered their tracks.
We're still awaiting the final proof though, the some architect has crafted a finely tuned scheme, and that will come with the disclosure of who exactly is bidding for Saltfleetby - but maybe that also will be smoke and mirrors.
We will see.
Thank you for your informative discussion skittish and irishmouse.
Great detective work skittish, especially on possible collaboration between Lucan of Angus and Paul Forrest. You also suggest a possible informal stitch up with Zenith for the Tilapia asset and of course the bulldozing through of the Forum Group when an alternative takeover by former management was being discussed. Do you think Sarah Cope was in on the collaborative enterprise that may be theorized between Paul Forrest/Gazprom, Angus, and Zenith?
Would the indications of such a collaboration be worth an investigation by the FCA or higher law enforcement?
I'm not sure that it will actually hold up construction much, as it appears to be just relatively minor alterations for technical reasons, and they're still piling at the moment. They only had a couple of days off at Christmas so seem to be going all out construction wise.
ANGS not behaving though as if it is about to be on the receiving end of a big bid, waters being muddied by an upcoming GM this week for authority to issue more shares which appears to be related to terms of their £12M facility of which is guaranteed by Saltfleetby Energy Services Ltd.
Saltfleetby Energy Services Ltd of course doesn't need a loan as presumably their contribution comes for the balance remaining of the £14M left to it from Gazprom when the Saltfleetby field was handed over.
Part of the problem for oil/gas related investments is that all the big investment houses are shunning investing resulting in very low prices for these investments.
The latest EU initiative
https://www.euronews.com/2022/01/04/how-a-technical-rulebook-unleashed-a-political-storm-over-eu-green-energy
Could suddenly make these investments very attractive, aside from the rising gas price, hence maybe why the approach has been made to ANGS now.
The bid could be from a third party, but to me would make more sense if it were from Saltfleetby Energy or Forum Energy Services, as to me the means by which they acquired it from Gazprom has always been a little suspicious, with, on the face of it, Paul Forrest being a one man band.
And if AAOG were not to be involved why spend £500K on those AAOG shares, and award the 25% £8M option to be paid in shares?
Still, time will tell, but we may be approaching the end game now, or at least the end of a new beginning for AAOG.
It looks like 13 weeks until planning permission is finally decided on at saltfleeby, so it’s back to bed for me .
It is just an opinion but "disaster". After the Riverfort financing it had knowingly or otherwise made itself very vulnerable.
Prior to the refinancing the shares were around 5p. Then after the "we're broke" RNS they were 0.5p allowing Forum to take 25% very cheaply.
I've always been very suspicious as to how quickly ZEN came along uninvited and agreed to take Tilapia from us, which was necessary for AAOG to become a shell, and just a couple of weeks after the UK approval of the transfer of Saltfleetby from Gazprom.
In your opinion was the whole Congo episode a scam or just a disaster?
Irishmouse,
I'm thinking PF (or parties associated with) is the offeror, not the offeree - pure speculation.
This was a plan possibly thought up in 2018, they had to find a company to carry out all the donkey work - ANGS - but then another distressed company they could control - AAOG - to use as a vehicle to list (maybe).
Forum Energy Services (ie PF) has 25% of AAOG, AAOG can buy into Saltfleetby Energy for £8M in shares, possibly giving PF and associates 95%+ of AAOG, and AAOG owns 25% of Saltfleetby.
Forum Energy offers to buy the 51% it doesn't own of the Saltfleetby field from ANGS - giving ANGS capital to concentrate on other projects.
Whole thing is refinanced & bundled into AAOG and then floated, giving access to sky high prices, and the EU designating gas a "green" fuel, allowing ESG investors to take part.
Ultimate objective is a hydrogen storage hub.
I'm not pretending existing shareholders will get much, a few crumbs maybe, but there maybe something there.
Of course it maybe a complete outsider comes in to get it.
Suspect we won't have to wait too long for firm news, but we'll see.....