RE: Phoenix11 Feb 2023 21:54
Phoenix I
DRACONIAN TERMS
RPS was asked to focus only on the central section of the oilfield, close to the 2012 oil discovery well, and it confirmed this contained an 81-million-barrel resource that RPS estimated had a net present value of €392m based on a $70 rent oil price. When
the current price is used, the net present value of this small central section increases to €500m.
It is easy to see why Goodman agreed to fund the necessary €40m BOE needs to satisfy Ryan but the draconian terms are such that it is hard to see
how shareholder approval can be obtained, while it is not surprising that Furlong should now demand participation in the funding programme.
The first part of the Goodman deal is that BOE uses its pre-emption rights to issue his company, Vevan Unlimited, 107 million shares at 0.1c each and in the process increase Goodman’s stake immediately by over 50% to a dominant 28% at a cost of €107,000. At this price, the whole company would be valued at €1m – 30 times less than the current market value of BOE, whose shares have been trading at over 3c.
No wonder Furlong is kicking up, but all the other shareholders should vote against this proposal and demand the immediate resignations of both chairman Peter Newman and CEO Alan Curran.
The accepted norm in a placing like this is that the price should be within striking distance of the current share price (say up to 10% below), but a 97% discount looks plain daft and it is difficult to see how BOE’s sponsoring broker, Davy, could justify allowing this to take place.
Goodman’s case is that he is committing the €40m in funds that are needed to facilitate the drilling programme and, accord- ingly, would not see it as unreasonable to demand 10% of the company’s equity.
If the funding undertaking was on reasonable terms, there just might be a case for handing Goodman 10% of BOE’s equity for next to nothing, but the terms are actually onerous. The €40m will be put up by way of redeemable convertible secured loan notes and will carry a hefty 10% interest coupon and conversion rights at 1.5c a share – less than half the current share price.
If converted, these would represent 73% of the total enlarged equity and dilute the existing shareholders down to 27%.
Given that Goodman is starting off by pushing up his equity stake to 28%, this would leave him sitting on over 80% of the total BOE equity.
Although the Goodman deal was announced as far back as November 22 last year, there has been no date set for an EGM, which is required to vote the terms through.
In a January 19 update, Curran confirmed the reason for the delay was that “certain substantial shareholders of the company notified the company and Vevan of their interest in participating
in a potential sub-allocation of the funding agreement. Discus- sions are progressing and once concluded the company intends to proceed with the AGM as planned”.