The latest Investing Matters Podcast episode featuring Jeremy Skillington, CEO of Poolbeg Pharma has just been released. Listen here.
Interesting discussions on xtrainvestor.com regarding the upcoming GM.
"time to call for an egm and sack the complete board"
YES. Let's start the process!
__On 9 June 2023 the Company announced that representatives of the Company and M&P had attended a preliminary hearing before the FCC in Tanzania on 7 June, at which various Tanzanian governmental parties were present and that a number of concerns were raised which may impact the likelihood of the FCC to approve the Acquisition in its current form.
Whilst the FCC's ruling in relation to the Acquisition is still awaited, and the above-mentioned Conditions remain unsatisfied and not (where capable of waiver) waived, Wentworth has received a letter from TPDC dated 9 June 2023 by which TPDC has notified Wentworth Gas Limited, the Company's main operating subsidiary, of its decision purportedly to exercise its right of first refusal in respect of Wentworth's interest in the Mnazi Bay asset pursuant to section 86(7) of the Tanzanian Petroleum Act, Cap 392 (the "ROFR").
The ROFR grants TPDC a right of first refusal to acquire a participating interest that is intended to be assigned to a non-affiliate. The ROFR does not, however, entitle TPDC to a right of first refusal (or similar right) in connection with any indirect sale of a participating interest arising as a result of the acquisition of shares in Wentworth itself, which in the case of the Acquisition will in any event occur only after sanction of the Scheme by the Royal Court of Jersey.
As a result, Wentworth is in discussions with TPDC and will make a further announcement as and when it becomes clear how TPDC intends the ROFR to apply to the Acquisition.
Terms used but not defined herein shall have the meaning given to them in the Scheme Document._
On 5 December 2022, the boards of Wentworth and M&P announced that they had reached agreement on the terms of a recommended all cash offer by M&P for the entire issued, and to be issued, share capital of Wentworth (the "Acquisition"). The Acquisition is to be implemented by means of a scheme of arrangement pursuant to Article 125 of the Jersey Companies Law. The circular in relation to the Scheme was published or made available to Wentworth Shareholders on 25 January 2023 (the "Scheme Document").
The Acquisition was approved by Wentworth Shareholders at the Court Meeting and the General Meeting which were held on 23 February 2023, but remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition as set out in Part III (Conditions to and certain further terms of the Acquisition and the Scheme) of the Scheme Document
These Conditions include, inter alia, (i) consent from the Minister responsible for petroleum affairs in Tanzania under the Petroleum Act 2015 and any other applicable laws; (ii) the waiver of any right of first refusal or pre-emption right to which by the Tanzania Petroleum Development Corporation ("TPDC") is entitled in respect of the Mnazi Bay asset; and (vi) approval from the Tanzanian Fair Competition Commission ("FCC"), in each case on terms satisfactory to M&P, acting reasonably.
Representatives of the Company and M&P attended a preliminary hearing before the FCC (the "Hearing") in Tanzania on 7 June, at which various Tanzanian governmental parties were present. A number of concerns were raised at the Hearing, which may impact the likelihood of the FCC to approve the Acquisition in its current form. A ruling is expected within the coming weeks.
M&P and Wentworth intend to consult with relevant Tanzanian government stakeholders about how these concerns may be satisfactorily addressed.
There can be no certainty that these Conditions will be satisfied or (where capable of being waived), waived by M&P. In the light of these developments the Company now expects that, if the Conditions are satisfied or (where capable of being waived), waived by M&P, the Acquisition will complete in H2 2023.
Terms used but not defined herein shall have the meaning given to them in the Scheme Document.
In accordance with Rule 26 of the Code, a copy of this announcement will be available on the Company's website at www.wentplc.com/investors/offer-for-wentworth/, where a copy of the Scheme Document can also be found. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This announcement has been made without the consent of M&P.
Are you voting Mick? It will be hard for M&P to reach 3/4 if we get 5M additional NO votes, impossible if we get 10M...
Will be voted down, this is why the ask has dropped.
Production was bad in 2019, so I am happy that revenues increased. Agree on G&A, but hopefully McBean and Bentley stepping down will be positive for future G&A
What's not to like? Both financial results and the outlook are much better than I was hoping for.
Financial
•????Declaring a final dividend in respect of FY 2020 of 1.0 pence per share ($2.6 million); a total dividend distribution in respect of 2020 of $3.8 million (1.5 pence per share) representing an increase of 27% from 2019 ($3.0 million) and a yield of approximately 6.7% (calculated on an annualised basis)
•????Strong and resilient financial performance against a challenging macro-economic backdrop
•????Revenues of $18.9 million (2019: $18.6 million), underpinned by long-term fixed gas price contracts
•????Adjusted earnings before interest, taxes, depreciation, amortization and exploration (EBITDAX) of $9.7 million (2018: $8.8 million)
•????Debt free with cash on hand of $17.8 million at 31 December 2020
•????TPDC continues to remain fully current with all invoices for gas sales
Operational
•????Production averaged 65.5 MMscf/day (2019: 70.3 MMscf/day), lower due to fluctuating demand but in line with guidance of 60-70 MMscf/day
•????Capacity from existing wells and production facilities increased to in excess of 100 MMscf/day
•????Low operational cost of production of $0.69 / Mscf
•????Wentworth's share of Gross 2P Reserves as at 31 December 2020 estimated by RPS to be 90.8 Bcf with a post-tax NPV10 of $116.6 million
Corporate
•????Ongoing commitment to a progressive capital returns policy
•????Tanzania focused growth continues to be a key focus to capitalise on existing operational track record
•????Continued process of Board refreshment, with Bob McBean retiring as Chairman at the AGM and John Bentley stepping down during the year
•????At least one new Non-Executive Director to be appointed during 2021 with the aim of bringing further diversity to the Board
2021 Outlook
•????Record quarter performance to date with average production volumes for Q1 2021 of 84.74 MMscf/day (gross) compared with Q1 2020 average of 63.60 MMscf/day (gross)
•????All-time production volume highs at Mnazi Bay of 110.65 MMscf/day including monthly average production of 101.85 MMscf/day (gross) during March 2021, demonstrating the ability to supply greater than 100 MMscf/day (gross) consistently during periods of high demand
•????2021 Mnazi Bay production guidance remains unchanged at 65-75 MMscf/day (gross), considering the seasonal rainy season typically impacts demand for natural gas during Q2
Website updated ESG style. Looking forward to updates next week. Halfway in the rain season, but I am hopeful about the production so far.
Why pay?
Under the terms of the PSA with TPDC and the GoT, the Company is liable for income tax in Tanzania at the corporate tax rate of 30%. However, the PSA
provides a mechanism by which income tax payable is recovered from TPDC by reducing TPDC’s share of Profit Gas revenue and increasing the allocation
to the Company. This is reflected in the accounts by increasing the Company’s share of revenue by an amount equivalent to income taxes payable grossed
up by 30%.
From Orca: *Under the terms of the PSA, the Company is required to pay Tanzanian income tax but this is recovered through the profit sharing
arrangements with TPDC. Income tax has no material impact on the cash flows emanating from the PSA and accordingly there is no significant difference
between the net present value of reserves on a before and after tax basis.*
From M&P H1: With regard to gas sales in Tanzania, figures were up 4% from first-half 2019, despite a 12% decline in production. This increase was due not only to the slightly higher sale price (up 2%) but also to *the technical effect of additional rights corresponding to corporate income tax being charged to the partner TPDC, pursuant to the production sharing contract.*
M&P’s working interest gas production (48.06%) on the Mnazi Bay permit stood at 31.5 MMcfd (total
production: 65.5 MMcfd) in 2020, a slight drop of 7% compared to 2019.
*This decline was offset at the sales level by the allocation of additional rights to M&P. These rights related
to corporate income tax now being charged to the partner TPDC, pursuant to the production sharing
contract. Consequently, M&P sales in Tanzania rose by 26% to $43 million, versus $34 million in 2019.*
and hopefully the the upcoming ESG strategy will increase institutional interest in the company