Something for the weekend, Sir?17 Aug 2018 21:24
Now that markets have closed for the weekend, perhaps we can examine a few more aspects of the complex deal being negotiated.
Given that the Brazil/Tuparao Martello/OSX3/Dommo Energia situation has been discussed at length on social media, and has attracted no comment from the Company, nor triggered any post deletions on here, it remains a possibility that it is correct.
The Company has previously said informally (?) that a past deal fell through because of the Reverse Take Over prescriptions of AIM Rule 14, and no doubt a corporate lawyer has examined that and made a few suggestions for going forward. This was discussed last night.
The incorporation of MDFDevCo (Brazil) Holdings Limited in England is probably a consequence of that legal review. Holdings companies are incorporated to hold shares in other companies; that is their purpose. It is a subsidiary of MFDevCo which in turn is 50% owned by NUOG. Given Alan Minty’s stake in NUOG and his indirect stake through RMRI Ltd in MFDevCo, one could argue that MDFDevCo (Brazil) Holdings Limited is not controlled by NUOG, but by Alan as controlling party, and therefore might not be treated as a listed company subsidiary for the purposes of AIM Rule 14. The Company has spoken openly about the need for the right legal structures.
That opens up a few doors around the Dommo Energia situation for participation without suspension of the NUOG listing for a new prospectus to be delivered.
Then we have the peculiar situation where the NUOG Chief Executive has taken control of a cash shell company listed on AIM called Polemos plc, making that a connected transaction surely? Polemos has until the end of September to reverse into an oil and gas company or asset or be delisted. It does not have much cash, £300k or so, but has approvals in place to raise more through placings.
It is hard to believe these things are not connected, when considering the other links of Nordic Trustee purdah about the re-assigment of the OSX3 lease, the rump of OGPAR reversing into Dommo in Rio, the role of Fearnley Offshore/Securities in this mix.
I can see a scenario where Polemos becomes the bondholder preferred owner of the OSX3 lease, and joins the MFD consortium; and MFDevCO (Brazil) Holdings Limited take a stake in the way OGPAR finally reverses into Dommo Energia. This would avoid any dilution (as promised) and allows MFDevCO (Brazil) Holdings Limited to co-ordinate the project for a royalty (as Alan Minty forecast in December 2017).
The Chinese facility from CDPL must surely be a wet-lease jack up drilling rig to reinvigorate the sub-surface reservoir with new wells and MFDevCo (China ) Facilities Limited with become the lessee with some leveraged finance via COSL good offices.
Is so, it all has to happen by end of September because of the Polemos situation.
All this is my own opinion for debate, but no doubt there will be detractors.