Transaction rationale.22 Jan 2022 00:37
Have been mulling over the recent RNS again looking for clues. It is baffling to me that SOU would want to give away 40% of its equity in return for an entity whose value, on the face of it, should be dwarfed by SOU's assets. This, at a time when SOU is supposed to be on the cusp of the most significant progress in years in terms of realising the value of those assets. Phase 1 FID is supposed to be imminent, and Phase 2 news is expected just two weeks after the deadline for SOU making an offer for Angus. The rationale given is that the combined entity would provide:
1. An enlarged platform for investment and growth;
2. A larger portfolio with diversification across sectors and maturity of assets;
3. The potential to deliver multiple projects for the Combined Group's shareholders; and
4. An experienced team with complementary industry backgrounds.
This really doesn't answer the basic question. There's nothing wrong with any of those aims but there's no attempt to quantify them in terms of the value of this specific deal. What is it that could be so compelling? I'm working on the basis that Graham is not stupid. Is his arm being twisted somehow? The RNS is definitely his own work, going by this innocuous sentence: "Sound Energy is currently only minded to proceed with the Possible Offer on the pre-condition that a recommendation from the Angus Board is ultimately forthcoming". It's a small point, but being "minded" to do something has been a favourite turn of phrase of Graham in his spoken communications of the last two years.
I was interested to note in the Dec 29th RNS about finalising the loan with Afriquia Gaz, that: "The Loan, which is secured on the issued share capital of Sound Energy Meridja Limited, will be available to be drawn down by the Company in whole or in tranches, at the Company's election, over a three year period commencing on 24 December 2021 and will be applied towards the development of the Tendrara Production Concession". I always assumed that part of the AG loan would be available to pay for ongoing SOU G&A costs. This RNS makes me wonder if that's true. Does SOU need an alternative shorter term income stream to keep the lights on, such as might be available through Angus? But against that, SOU might anticipate a jump in SP on upcoming announcements and could piggyback an equity raise on it, which would sound like a better deal than Angus.
Is something about to go bad with the tax bill? Does SOU need a separate income stream outside of Morocco to protect assets from tax demands against SEM? This one is in the realm of straight-up conspiracy, and I can easily think of objections to it.
Still baffled.